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, 2004

      OR



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


      Commission File Number:  333-86366-08


        Bear Stearns Commercial Mortgage Securities, Inc.
        Commercial Mortgage Pass-Through Certificates
        Series 2004-PR5

     (Exact name of registrant as specified in its charter)


   New York                                         54-2162563
  (State or other jurisdiction of                   54-2162564
  incorporation or organization)                    54-2162565
                                                    54-6643069
                                                    54-6643070
                                                    (I.R.S. Employer
                                                    Identification No.)


   c/o Wells Fargo Bank, N.A.
   9062 Old Annapolis Road
   Columbia, MD                                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.


  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 computed by reference to the price at which
  the common equity was last sold, or the average bid and asked price of
  such common equity, as of the last business day of the registrant's most
  recently completed second fiscal quarter.

        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.


     Documents Incorporated by Reference

  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 15(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 trust created under the Pooling and Servicing
            Agreement (the Trust), the Trustee, the Servicer or the
            registrant with respect to the Trust 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 and Issuer Purchases of Equity Securities.

            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, 2004, the total number of holders
            of record for the Series of Certificates is 51.


  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 15(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.


  Item 9A. Controls and Procedures.

            Not applicable.


  Item 9B. Other Information.

            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. Principal Accounting Fees and Services.

            Not applicable.


                                PART IV

  Item 15. Exhibits, Financial Statement Schedules.

   (a) Exhibits

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

     (99.1) Annual Independent Accountants' Servicing Reports concerning
            servicing activities.

      <TABLE>

      
         <c>
      a) GMAC Commercial Mortgage Corporation, as Master Servicer for the World Apparel Center loan <F1>
      b) Midland Loan Services, Inc., as Special Servicer <F1>
      c) Prudential Asset Resources, Inc., as Master Servicer <F1>
      d) Wells Fargo Bank, N.A., as Master Servicer <F1>
      e) Wells Fargo Bank, N.A., as Master Servicer for the Lincoln Square loan <F1>

      </TABLE>

     (99.2) Report of Management as to Compliance with Minimum Servicing
            Standards.

      <TABLE>

      
        <c>
      a) GMAC Commercial Mortgage Corporation, as Master Servicer for the World Apparel Center loan <F1>
      b) Midland Loan Services, Inc., as Special Servicer <F1>
      c) Prudential Asset Resources, Inc., as Master Servicer <F1>
      d) Wells Fargo Bank, N.A., as Master Servicer <F1>
      e) Wells Fargo Bank, N.A., as Master Servicer for the Lincoln Square loan <F1>

      </TABLE>

     (99.3) Annual Statements of Compliance under the Pooling and Servicing
            Agreements.

      <TABLE>

      
         <c>
      a) GMAC Commercial Mortgage Corporation, as Master Servicer for the World Apparel Center loan <F1>
      b) Midland Loan Services, Inc., as Special Servicer <F1>
      c) Prudential Asset Resources, Inc., as Master Servicer <F1>
      d) Wells Fargo Bank, N.A., as Master Servicer <F1>
      e) Wells Fargo Bank, N.A., as Master Servicer for the Lincoln Square loan <F1>
      </TABLE>


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


   (b) Not applicable.

   (c) 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:



    Bear Stearns Commercial Mortgage Securities, Inc.
    Commercial Mortgage Pass-Through Certificates
    Series 2004-PR5
    (Registrant)


  Signed: Bear Stearns Commercial Mortgage Securities Inc. as Depositor

  By:     J. Christopher Hoeffel, President

  By: /s/ J. Christopher Hoeffel, President

  Dated: March 18, 2005


  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.

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

  I, J. Christopher Hoeffel, 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 Bear Stearns Commercial Mortgage Securities, Inc.
     Commercial Mortgage Pass-Through Certificates, Series 2004-PR5
     Trust;

  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:
     Midland Loan Services, Inc. as Special Servicer, Prudential Asset
     Resources, Inc. as Master Servicer, Wells Fargo Bank, N.A. as Master
     Servicer.

     Date: March 18, 2005

     /s/ J. Christopher Hoeffel
     Signature

     President
     Title


  EX-99.1 (a)
(logo) PRICEWATERHOUSECOOPERS

PricewaterhouseCoopers LLP
PricewaterhouseCoopers Center
300 Madison Avenue
New York NY 10017
Telephone (646) 471 3000
Facsimile (813) 286 6000


Report of Independent Accountants


To the Board of Directors and Shareholder of
GMAC Commercial Mortgage Corporation:

We have examined management's assertion, dated February 14, 2005, about GMAC
Commercial Mortgage Corporation's (the "Company's") compliance with its
established minimum master servicing policy ("Master Servicing Policy"), which
management derived from the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers (USAP), as of and for the year
ended December 31, 2004 included in the accompanying management assertion
(see Exhibit I). Management is responsible for the Company's compliance with
the Master Servicing Policy. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our examination.

Our examination was made in accordance with the 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
Master Servicing Policy 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 of the Company's compliance with the Master Servicing Policy.

In our opinion, management's assertion that, except for instances of
noncompliance, the Company complied with the aforementioned Master Servicing
Policy as of and for the year ended December 31, 2004 is fairly stated, in all
material respects.


/s/ PricewaterhouseCoopers LLP

February 14, 2005




Exhibit I


Management Assertion Concerning Compliance
With Minimum Master Servicing Standards

February 14, 2005

As of and for the year ended December 31, 2004, for the master servicing
transactions included in Exhibit II, GMAC Commercial Mortgage Corporation has
complied, in all material respects, with the applicable minimum master servicing
standards set forth in the company's Master Servicing Policy (attached in
Exhibit III), which were derived from the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers, except with
respect to the requirement to timely prepare bank reconciliations for custodial
bank accounts and timely clear reconciling items, for which the company was not
in compliance during the year.

As of December 31, 2004, the company was covered by various General Motors
Corporation insurance policies providing $300 million of fidelity bond
insurance and $100 million of errors and omissions insurance.


/s/ Robert D. Feller
Robert D. Feller
Chief Executive Officer


/s/ Michael I. Lipson
Michael I. Lipson
Executive Vice President, Global Servicing


/s/ Wayne D. Hoch
Wayne D. Hoch
Executive Vice President and Chief Financial Officer


Exhibit II

GMAC COMMERCIAL MORTGAGE CORPORATION
TRANSACTIONS ASSOCIATED WITH MASTER SERVICING
RESPONSIBILITIES

277 PARK AVE FINANCE CORP
ACMF I SERIES 1997-Cl
AETNA, SERIES 1995-C5
AMC DEPOSITOR, SERIES 1999-1
ASC, SERIES 1996-D3
ASC, SERIES 1997-D4
ASW, SERIES 1993-2
ATHERTON - PAINE WEBBER WHSE
ATHERTON, SERIES 1997-1
ATHERTON, SERIES 1998-A
ATHERTON, SERIES 1999-A
BACM, SERIES 2001-Cl
BANK OF AMERICA 2002-X1
BKB, SERIES 1997-Cl
Cal West Trust II
CALSTRS, SERIES 2002-C6
CAPCO, SERIES 1998-D7
CAPITAL TRUST RE CDO 2004-1
CBM, SERIES 1996-1
CDC, SERIES 2002-FX1
CG, Series 2004-FL1
CHASE, SERIES 1996-1
CHASE, SERIES 1996-2
CHASE, SERIES 1997-1
CHASE, SERIES 1997-2
CHASE, SERIES 1998-2
CHASE, SERIES 2000-FL1
CHASE, SERIES 2001-FL1
CHASE-FIRST UNION, 1999-1
CITIBANK, SERIES 1994-C2
CITICORP LEASE TRUST, SERIES 1999-1
COLUMBIA CTR TRUST, 2000-CCT
COLUMN, SERIES 2002-CCL1
COMM, SERIES 2001-FL5
COMM, SERIES 2001-J2
COMM, SERIES 2003-LNB1
COMM, Series 2004-LNB2
COMM, Series 2004-LNB4
CSFB, SERIES 1995-M1
CSFB, SERIES 1997-PS1
CSFB, SERIES 1998-PS2
CSFB, SERIES 1999-PS3
CSFB, SERIES 2000-Cl
CSFB, SERIES 2000-PS4
CSFB, SERIES 2001-CF2
CSFB, SERIES 2001-SPG1
DAIWA, SERIES 1993-1
DENVER PUBLIC SCHOOLS RET.
DEUTSCHE BANC MORTGAGE (184)
DLJ, SERIES 1996-CF1
DLJ, SERIES 1997-CF1
DLJ-FB, SERIES 1994-MF1
ED I
ED II
EMAC, SERIES 1998-1
EMAC, SERIES 1999-1
EMAC, SERIES 2000-1
FIRST BOSTON, SERIES 1995-MF1
FMAC, SERIES 1991-A
FMAC, SERIES 1993-B
FMAC, SERIES 1994-A
FMAC, SERIES 1995-B
FMAC, SERIES 1996-B
FMAC, SERIES 1997-A
FMAC, SERIES 1997-B
FMAC, SERIES 1997-C
FMAC, SERIES 1998-A
FMAC, SERIES 1998-B
FMAC, SERIES 1998-C
FMAC, SERIES 1998-D
FMAC, SERIES 2000-A
FMHA
FNMA, SERIES 1998-M1
FOREST CITY, SERIES 1994-1
FREEHOLD RACEWAY MALL 2001-FRM
G3 STRATEGIC INV. LP 2002 WL1
GAFCO FRANCHISE 1998-1
GFCM 2003-1
GGP MALL PROP TR, SERIES 2001-GGP1
GIA SERIES 2001-A
GMACCM 2003-C2
GMACCM CANADA, SERIES 2002-FL1
GMACCM HF1, SERIES 1999-1
GMACCM HF1, SERIES 1999-2
GMACCM Seniors 2003-A
GMACCM, SERIES 1996-Cl
GMACCM, SERIES 1996-C2
GMACCM, SERIES 1997-C1
GMACCM, SERIES 1997-C2
GMACCM, SERIES 1998-C1
GMACCM, SERIES 1998-C2
GMACCM, SERIES 1999-C1
GMACCM, SERIES 1999-C2
GMACCM, SERIES 1999-C3
GMACCM, SERIES 1999-CTL1
GMACCM, SERIES 2000-C1
GMACCM, SERIES 2000-C2
GMACCM, SERIES 2000-C3
GMACCM, SERIES 2000-FL1
GMACCM, SERIES 2000-FLA
GMACCM, SERIES 2000-FLB
GMACCM, SERIES 2000-FLE
GMACCM, SERIES 2000-FLF
GMACCM, SERIES 2001-A
GMACCM, SERIES 2001-C1
GMACCM, SERIES 2001-C2
GMACCM, SERIES 2001-FL1
GMACCM, SERIES 2001-FLA
GMACCM, SERIES 2002-C1
GMACCM, SERIES 2002-C2
GMACCM, SERIES 2002-C3
GMACCM, SERIES 2002-FL1
GMACCM, SERIES 2002-LT
GMACCM, SERIES 2003 DOUBLE EAGLE
GMACCM, SERIES 2003-C1
GMACCM, Series 2003-C3
GMACCM, SERIES 2003-FL1
GMACCM, SERIES 2003-FLA
GMACCM, SERIES 2003-FL-SNF
GMACCM, Series 2003-PMSRLP
GMACCM, Series 2004-C1
GMACCM, SERIES 2004-C2
GMACCM, Series 2004-C3
G-MAX 2002 FL-A
G-MAX 2002-FX-1
GSMCII, Series 2003-C1
GSMSC II, SERIES 1997-GLI
GSMSC II, SERIES 1998-C1
GSMSC II, SERIES 1998-GLII
GSMSC II, SERIES 1999-C1
GSMSC II, SERIES 2001-1285
GSMSC II, SERIES 2001-GL3
GSMSC II, SERIES 2001-ROCK
GSMSC II, SERIES 2002-GSFL V
HUD
IPS, SERIES 2003-1
ISTAR, SERIES 2002-1
ISTAR, SERIES 2003-1
JPMC 2002-C3
JPMC, SERIES 2001-A
JPMC, SERIES 2001-CIBC1
JPMC, Series 2004-C1
JPMC, SERIES 2004-C2
JPMC, Series 2004-CIBC10
JPMC, Series 2004-CIBC8
JPMC, SERIES 2004-CIBC9
JPMC, SERIES 2004-LN2
KS MORTGAGE CAP, SERIES 1995-1
LAKEWOOD MALL
LEHMAN, SERIES 1992-1
LEHMAN, SERIES 1992-2
LEHMAN, SERIES 1994-C2
LEHMAN, SERIES 1995-C2
LEHMAN, SERIES 1996-1
LEHMAN, SERIES 1996-C2
LEHMAN, SERIES 1998-C1
LEHMAN, SERIES 2003-C4
LIBRARY TOWER, SERIES 1998-1
LLL, SERIES 1997-LL1
LONG LANE MASTER TRUST IV
LTC, SERIES 1996-1
LTC, SERIES 1998-1
MALL O1 AMERICA, SERIES 2000-1
MCF, SERIES 1993-C1-C2
MCF, SERIES 1995-MC1
MCF, SERIES 1996-MC1
MCF, SERIES 1996-MC2
MCF, SERIES 1998-MC1
MCF, SERIES 1998-MC3
MERRILL, SERIES 1995-C1
MERRILL, SERIES 1995-C2
MERRILL, SERIES 1995-C3
MERRILL, SERIES 1996-C1
MERRILL, SERIES 1997-C1
MERRILL, SERIES 1998-Cl-CTL
MERRILL, SERIES 1999-C2
MERRILL, SERIES 2000-C3
MERRILL, SERIES 2000-C4
MERRILL, SERIES 2001-C5
MERRILL, SERIES 2001-LBC
MERRILL, SERIES 2002-BC2P
MERRILL, SERIES 2002-C7
MERRILL, SERIES 2002-C8
MERRILL, SERIES 2003-C10
MERRILL, SERIES 2003-C11
ML, SERIES 2003-C9
MORGAN, SERIES 1996-C1
MORGAN, SERIES 1997-C1
MORGAN, SERIES 1997-XL I
MORGAN, SERIES 1998-CF1
MORGAN, SERIES 1998-HF1
MORGAN, SERIES 1998-HF2
MORGAN, SERIES 1999-RM1
MORGAN, SERIES 2002-HQ
MSCI 2004-HQ4
MSDW 2003-1Q4
MSDW CAPTIAL I TRUST 2002-1Q3
MSDW, SERIES 1997-HF1
MSDW, SERIES 1999-FNV1
MSDW, SERIES 2001-IQ
MSDW, SERIES 2001-PPM
MSDW, SERIES 2002-WM
MSDW, Series 2003-IQ5
NATIONS LINK, SERIES 1996-1
NB, SERIES-DMC
NEW ENDLAND MUTUAL LIFE, SERIES 1993-1
NOMURA MEGADEAL, SERIES 1995-MD IV
NOMURA MEGADEAL, SERIES 1996-MD V
NOMURA, SERIES 1993-1
NOMURA, SERIES 1994-MD1
NOMURA, SERIES 1996 MD VI
NOMURA, SERIES 1998-D6
NOMURA, SERIES 1998-STI
OREGAN, SERIES 1995-1
PAINE WEBBER, SERIES 1996-M1
REAL-T, Series 2004-1
SALOMON, SERIES 1999-C1
SALOMON, SERIES 2000-C1
SASCO, SERIES 1995-C4
SC FUNDING, SERIES 1993-1
SDG MACERICH PROPERTIES LP CMO
SL COMMERCIAL, SERIES 1997-C1
SOLAR TRUST, SERIES 2001-1
SOLAR TRUST, SERIES 2002-1
Solar Trust, Series 2003-CC1
STRUCTURED MTG, SERIES 1994-M1
U-HAUL, SERIES 1993-1


Exhibit III


GMAC COMMERCIAL MORTGAGE CORPORATION
MINIMUM MASTER SERVICING POLICY

I. CUSTODIAL BANK ACCOUNTS

   1. Reconciliations shall be prepared on a monthly basis for all custodial
      bank accounts and related bank clearing accounts. These reconciliations
      shall:

      * be mathematically accurate;

      * be prepared within forty-five (45) calendar days after the cutoff date,
        but in any event in accordance with the applicable servicing agreements;

      * be reviewed and approved by someone other than the person who prepared
        the reconciliation; and

      * evidence explanations for reconciling items which shall be resolved
        within ninety (90) calendar days of identification.

  2. Funds of the servicing entity shall be advanced as specified in the
     applicable servicing agreements in cases where there is potential for an
     overdraft in an investor's account or a request letter has been received
     from a subservicer for a servicing advance stipulated by the subservicing
     agreement.

  3. All cash for each custodial account shall be maintained at a federally
     insured depository institution in trust for the applicable investor or in
     an investment account in accordance with the applicable servicing agreement
     requirements.

II. MORTGAGE PAYMENTS

    1. Mortgage payments shall be deposited into the custodial bank accounts
       and related bank clearing accounts within two business days of receipt
       from the subservicer.

    2. Mortgage payments made in accordance with the mortgagor's loan documents
       shall be posted to the applicable mortgagor records within two business
       days of receipt from the subservicer.

III. DISBURSEMENTS

  1. Remittances made via wire transfer on behalf of a mortgagor or investor
     shall be made only by authorized personnel.

  2. Amounts remitted to investors per the servicer's investor reports shall
     agree with cancelled checks, or other form of payment, or custodial bank
     statements.

IV. INVESTOR ACCOUNTING AND REPORTING

  1. Monthly investor reports shall be sent in a timely manner listing loan
     level detail of payments and balances, and all other data required by the
     servicing agreements.

V. INSURANCE POLICIES

  1. A fidelity bond and errors and omissions policy shall be in effect on the
     servicing entity in the amount of coverage represented to investors in
     management's assertion.

VI. MONITORING OF SUBSERVICER COMPLIANCE

  1. Within 120 days of a subservicer's year-end, the subservicer's management
     assertions about compliance with minimum servicing standards, which were
     derived form the Mortgage Bankers Association of America's Uniform Single
     Attestation Program for Mortgage Bankers, and the Independent Auditors
     Report on management's assertions shall be reviewed, and if material
     exceptions are found, appropriate corrective action will be taken.

  2. An annual certification from each subservicer stating that the subservicer
     is in compliance with its subservicer agreement shall be obtained by April
     30th for the previous calendar year.




  EX-99.1 (b)
(logo)Deloitte

Deloitte & Touche LLP
Suite 400
1010 Grand Boulevard
Kansas City, MO 64106-2232
USA
Tel: +1 816 474 6180
www.deloitte.com


INDEPENDENT ACCOUNTANTS' REPORT


Board of Directors
The PNC Financial Services Group, Inc.


We have examined management's assertion that Midland Loan Services, Inc. (MLS),
an indirect wholly-owned subsidiary of The PNC Financial Services Group, Inc.,
has complied as of and for the year ended December 31, 2004 with its established
minimum servicing standards described in the accompanying report titled
Management's Assertion dated February 15, 2005. Management is responsible for
MLS's compliance with those minimum servicing standards. Our responsibility is
to express an opinion on management's assertion about MLS's compliance based on
our examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about MLS's
compliance with its 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 MLS's compliance with its minimum servicing
standards.


In our opinion, management's assertion that MLS complied with the aforementioned
minimum servicing standards as of and for the year ended December 31, 2004 is
fairly stated, in all material respects, based on the criteria set forth in
Appendix I.



/s/ Deloitte & Touche LLP

February 15, 2005





Member of
Deloitte Touche Tohmatsu




MIDLAND LOAN SERVICES


APPENDIX I MLS's MINIMUM SERVICING STANDARDS


I. CUSTODIAL BANK ACCOUNTS

   1. Reconciliations shall be prepared on a monthly basis for all custodial
      bank accounts and related bank clearing accounts. These reconciliations
      shall:

      * be mathematically accurate;
      * be prepared within forty-five (45) calendar days after the cutoff date;
      * be reviewed and approved by someone other than the person who prepared
        the reconciliation; and
      * document explanations for reconciling items. These reconciling items
        shall be resolved within ninety (90) calendar days of their original
        identification.

   2. Funds of the servicing entity shall be advanced in cases where there is an
      overdraft in an investor's or a mortgagor's account.

   3. Each custodial account shall be maintained at a federally insured
      depository institution in trust for the applicable investor.

   4. Escrow funds held in trust for a mortgagor shall be returned to the
      mortgagor within thirty (30) calendar days of payoff of the mortgage loan.

II. MORTGAGE PAYMENTS

    1. Mortgage payments shall be deposited into the custodial bank accounts and
       related bank clearing accounts within two business days of receipt.

    2. Mortgage payments made in accordance with the mortgagor's loan documents
       shall be posted to the applicable mortgagor records within two business
       days of receipt.

    3. Mortgage payments shall be allocated to principal, interest, insurance,
       taxes or other escrow items in accordance with the mortgagor's loan
       documents.

    4. Mortgage payments identified as loan payoffs shall be allocated in
       accordance with the mortgagor's loan documents.

III. DISBURSEMENTS

     1. Disbursements made via wire transfer on behalf of a mortgagor or
        investor shall be made only by authorized personnel.

     2. Disbursements made on behalf of a mortgagor or investor shall be posted
        within two business days to the mortgagor's or investor's records
        maintained by the servicing entity.

     3. Tax and insurance payments shall be made on or before the penalty or
        insurance policy expiration dates, as indicated on tax bills and
        insurance premium notices, respectively, provided that such support has
        been received by the servicing entity at least thirty (30) calendar
        days prior to these dates.

     4. Any late payment penalties paid in conjunction with the payment of any
        tax bill or insurance premium notice shall be paid from the servicing
        entity's funds and not charged to the mortgagor, unless the late
        payment was due to the mortgagor's error or omission.

     5. Amounts remitted to investors per the servicer's investor reports shall
        agree with cancelled checks, or other form of payment, or custodial bank
        statements.

     6. Unused checks shall be safeguarded so as to prevent unauthorized access.

IV. INVESTOR ACCOUNTING AND REPORTING

    1. The servicing entity's investor reports shall agree with, or reconcile
       to, investors' records on a monthly basis as to the total unpaid
       principal balance and number of loans serviced by the servicing entity.

V.  MORTGAGOR LOAN ACCOUNTING

    1. The servicing entity's mortgage loan records shall agree with, or
       reconcile to, the records of mortgagors with respect to the unpaid
       principal balance on a monthly basis.

    2. Adjustments on ARM loans shall be computed based on the related mortgage
       note and any ARM rider.

    3. Escrow accounts shall be analyzed, in accordance with the mortgagor's
       loan documents, on at least an annual basis.

VI. INSURANCE POLICIES

    1. A fidelity bond and errors and omissions policy shall be in effect on the
       servicing entity throughout the reporting period in the amount of
       coverage represented to investors in management's assertion.





  EX-99.1 (c)
(logo) PRICEWATERHOUSECOOPERS

PricewaterhouseCoopers LLP
300 Madison Ave.
New York NY 10017
Telephone (646) 471 3000
Facsimile (813) 286 6000
Direct phone (646) 471-7516
Direct fax (646) 471-8967


Report of Independent Auditors


To the Board of Directors of
PMCC Holding Company:


We have examined the assertion, dated March 15, 2005, by management of
Prudential Asset Resources, Inc. (the "Company"), your indirect, wholly-owned
subsidiary, about the Company's compliance with its established minimum
servicing policy ("Servicing Policy"), which was derived from the Mortgage
Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers ("USAP"), as of December 31, 2004 and for the fiscal year then
ended, included in the accompanying management assertion (see Exhibit I).
Management is responsible for the Company's compliance with the Servicing
Policy. Our responsibility is to express an opinion on management's assertion
about the Company'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 the Company's compliance
with the Servicing Policy 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 Servicing Policy.


In our opinion, management's assertion that the Company complied with the
aforementioned Servicing Policy as of and for the fiscal year then ended
December 31, 2004 is fairly stated, in all material respects.




/s/ PricewaterhouseCoopers LLP

March 18, 2005





  EX-99.1 (d)
(logo) KPMG

KPMG LLP
55 Second Street
San Francisco, CA 94105


Independent Accountants' Report


The Board of Directors
Wells Fargo Bank, N.A.:


We have examined management's assertion about Wells Fargo Commercial Mortgage
Servicing's (a division of Wells Fargo Bank, N.A.) compliance with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
(MBA's) Uniform Single Attestation Program for Mortgage Bankers (USAP), except
for minimum servicing standards V.4 and VI.1, which the MBA has interpreted as
being inapplicable to the servicing of commercial and multi-family loans, as of
and for the year ended December 31, 2004 included in the accompanying management
assertion. Management is responsible for Wells Fargo Commercial Mortgage
Servicing's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about Wells
Fargo Commercial Mortgage Servicing'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 Wells Fargo Commercial Mortgage
Servicing'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 Wells Fargo Commercial
Mortgage Servicing's compliance with the minimum servicing standards.

In our opinion, management's assertion that, except for minimum servicing
standards V.4 and VI.l, which the MBA has interpreted as being inapplicable to
the servicing of commercial and multi-family loans, Wells Fargo Commercial
Mortgage Servicing has complied in all material respects with the aforementioned
minimum servicing standards as of and for the year ended December 31, 2004 is
fairly stated, in all material respects.

/s/ KPMG LLP

February 25, 2005



KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.





  EX-99.1 (e)
(logo) KPMG

KPMG LLP
55 Second Street
San Francisco, CA 94105


Independent Accountants' Report


The Board of Directors
Wells Fargo Bank, N.A.:


We have examined management's assertion about Wells Fargo Commercial Mortgage
Servicing's (a division of Wells Fargo Bank, N.A.) compliance with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
(MBA's) Uniform Single Attestation Program for Mortgage Bankers (USAP), except
for minimum servicing standards V.4 and VI.1, which the MBA has interpreted as
being inapplicable to the servicing of commercial and multi-family loans, as of
and for the year ended December 31, 2004 included in the accompanying management
assertion. Management is responsible for Wells Fargo Commercial Mortgage
Servicing's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about Wells
Fargo Commercial Mortgage Servicing'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 Wells Fargo Commercial Mortgage
Servicing'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 Wells Fargo Commercial
Mortgage Servicing's compliance with the minimum servicing standards.

In our opinion, management's assertion that, except for minimum servicing
standards V.4 and VI.l, which the MBA has interpreted as being inapplicable to
the servicing of commercial and multi-family loans, Wells Fargo Commercial
Mortgage Servicing has complied in all material respects with the aforementioned
minimum servicing standards as of and for the year ended December 31, 2004 is
fairly stated, in all material respects.

/s/ KPMG LLP

February 25, 2005



KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.





  EX-99.2 (a)
Exhibit I


Management's Assertion Concerning Compliance
With Minimum Master Servicing Standards

February 14, 2005

As of and for the year ended December 31, 2004, for the master servicing
transactions included in Exhibit II, GMAC Commercial Mortgage Corporation has
complied, in all material respects, with the applicable minimum master servicing
standards set forth in the company's Master Servicing Policy (attached in
Exhibit III), which were derived from the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers, except with
respect to the requirement to timely prepare bank reconciliations for custodial
bank accounts and timely clear reconciling items, for which the company was not
in compliance during the year.

As of December 31, 2004, the company was covered by various General Motors
Corporation insurance policies providing $300 million of fidelity bond insurance
and $100 million of errors and omissions insurance.


/s/ Robert D. Feller
Robert D. Feller
Chief Executive Officer


/s/ Michael I. Lipson
Michael I. Lipson
Executive Vice President, Global Servicing


/s/ Wayne D.Hoch
Wayne D.Hoch
Executive Vice President and Chief Financial Officer




Exhibit II

GMAC COMMERCIAL MORTGAGE CORPORATION
TRANSACTIONS ASSOCIATED WITH MASTER SERVICING
RESPONSIBILITIES

277 PARK AVE FINANCE CORP
ACMF I SERIES 1997-Cl
AETNA, SERIES 1995-C5
AMC DEPOSITOR, SERIES 1999-1
ASC, SERIES 1996-D3
ASC, SERIES 1997-D4
ASW, SERIES 1993-2
ATHERTON - PAINE WEBBER WHSE
ATHERTON, SERIES 1997-1
ATHERTON, SERIES 1998-A
ATHERTON, SERIES 1999-A
BACM, SERIES 2001-Cl
BANK OF AMERICA 2002-X1
BKB, SERIES 1997-Cl
Cal West Trust II
CALSTRS, SERIES 2002-C6
CAPCO, SERIES 1998-D7
CAPITAL TRUST RE CDO 2004-1
CBM, SERIES 1996-1
CDC, SERIES 2002-FX1
CG, Series 2004-FL1
CHASE, SERIES 1996-1
CHASE, SERIES 1996-2
CHASE, SERIES 1997-1
CHASE, SERIES 1997-2
CHASE, SERIES 1998-2
CHASE, SERIES 2000-FL1
CHASE, SERIES 2001-FL1
CHASE-FIRST UNION, 1999-1
CITIBANK, SERIES 1994-C2
CITICORP LEASE TRUST, SERIES 1999-1
COLUMBIA CTR TRUST, 2000-CCT
COLUMN, SERIES 2002-CCL1
COMM, SERIES 2001-FL5
COMM, SERIES 2001-J2
COMM, SERIES 2003-LNB1
COMM, Series 2004-LNB2
COMM, Series 2004-LNB4
CSFB, SERIES 1995-M1
CSFB, SERIES 1997-PS1
CSFB, SERIES 1998-PS2
CSFB, SERIES 1999-PS3
CSFB, SERIES 2000-Cl
CSFB, SERIES 2000-PS4
CSFB, SERIES 2001-CF2
CSFB, SERIES 2001-SPG1
DAIWA, SERIES 1993-1
DENVER PUBLIC SCHOOLS RET.
DEUTSCHE BANC MORTGAGE (184)
DLJ, SERIES 1996-CF1
DLJ, SERIES 1997-CF1
DLJ-FB, SERIES 1994-MF1
ED I
ED II
EMAC, SERIES 1998-1
EMAC, SERIES 1999-1
EMAC, SERIES 2000-1
FIRST BOSTON, SERIES 1995-MF1
FMAC, SERIES 1991-A
FMAC, SERIES 1993-B
FMAC, SERIES 1994-A
FMAC, SERIES 1995-B
FMAC, SERIES 1996-B
FMAC, SERIES 1997-A
FMAC, SERIES 1997-B
FMAC, SERIES 1997-C
FMAC, SERIES 1998-A
FMAC, SERIES 1998-B
FMAC, SERIES 1998-C
FMAC, SERIES 1998-D
FMAC, SERIES 2000-A
FMHA
FNMA, SERIES 1998-M1
FOREST CITY, SERIES 1994-1
FREEHOLD RACEWAY MALL 2001-FRM
G3 STRATEGIC INV. LP 2002 WL1
GAFCO FRANCHISE 1998-1
GFCM 2003-1
GGP MALL PROP TR, SERIES 2001-GGP1
GIA SERIES 2001-A
GMACCM 2003-C2
GMACCM CANADA, SERIES 2002-FL1
GMACCM HF1, SERIES 1999-1
GMACCM HF1, SERIES 1999-2
GMACCM Seniors 2003-A
GMACCM, SERIES 1996-Cl
GMACCM, SERIES 1996-C2
GMACCM, SERIES 1997-C1
GMACCM, SERIES 1997-C2
GMACCM, SERIES 1998-C1
GMACCM, SERIES 1998-C2
GMACCM, SERIES 1999-C1
GMACCM, SERIES 1999-C2
GMACCM, SERIES 1999-C3
GMACCM, SERIES 1999-CTL1
GMACCM, SERIES 2000-C1
GMACCM, SERIES 2000-C2
GMACCM, SERIES 2000-C3
GMACCM, SERIES 2000-FL1
GMACCM, SERIES 2000-FLA
GMACCM, SERIES 2000-FLB
GMACCM, SERIES 2000-FLE
GMACCM, SERIES 2000-FLF
GMACCM, SERIES 2001-A
GMACCM, SERIES 2001-C1
GMACCM, SERIES 2001-C2
GMACCM, SERIES 2001-FL1
GMACCM, SERIES 2001-FLA
GMACCM, SERIES 2002-C1
GMACCM, SERIES 2002-C2
GMACCM, SERIES 2002-C3
GMACCM, SERIES 2002-FL1
GMACCM, SERIES 2002-LT
GMACCM, SERIES 2003 DOUBLE EAGLE
GMACCM, SERIES 2003-C1
GMACCM, Series 2003-C3
GMACCM, SERIES 2003-FL1
GMACCM, SERIES 2003-FLA
GMACCM, SERIES 2003-FL-SNF
GMACCM, Series 2003-PMSRLP
GMACCM, Series 2004-C1
GMACCM, SERIES 2004-C2
GMACCM, Series 2004-C3
G-MAX 2002 FL-A
G-MAX 2002-FX-1
GSMCII, Series 2003-C1
GSMSC II, SERIES 1997-GLI
GSMSC II, SERIES 1998-C1
GSMSC II, SERIES 1998-GLII
GSMSC II, SERIES 1999-C1
GSMSC II, SERIES 2001-1285
GSMSC II, SERIES 2001-GL3
GSMSC II, SERIES 2001-ROCK
GSMSC II, SERIES 2002-GSFL V
HUD
IPS, SERIES 2003-1
ISTAR, SERIES 2002-1
ISTAR, SERIES 2003-1
JPMC 2002-C3
JPMC, SERIES 2001-A
JPMC, SERIES 2001-CIBC1
JPMC, Series 2004-C1
JPMC, SERIES 2004-C2
JPMC, Series 2004-CIBC10
JPMC, Series 2004-CIBC8
JPMC, SERIES 2004-CIBC9
JPMC, SERIES 2004-LN2
KS MORTGAGE CAP, SERIES 1995-1
LAKEWOOD MALL
LEHMAN, SERIES 1992-1
LEHMAN, SERIES 1992-2
LEHMAN, SERIES 1994-C2
LEHMAN, SERIES 1995-C2
LEHMAN, SERIES 1996-1
LEHMAN, SERIES 1996-C2
LEHMAN, SERIES 1998-C1
LEHMAN, SERIES 2003-C4
LIBRARY TOWER, SERIES 1998-1
LLL, SERIES 1997-LL1
LONG LANE MASTER TRUST IV
LTC, SERIES 1996-1
LTC, SERIES 1998-1
MALL O1 AMERICA, SERIES 2000-1
MCF, SERIES 1993-C1-C2
MCF, SERIES 1995-MC1
MCF, SERIES 1996-MC1
MCF, SERIES 1996-MC2
MCF, SERIES 1998-MC1
MCF, SERIES 1998-MC3
MERRILL, SERIES 1995-C1
MERRILL, SERIES 1995-C2
MERRILL, SERIES 1995-C3
MERRILL, SERIES 1996-C1
MERRILL, SERIES 1997-C1
MERRILL, SERIES 1998-Cl-CTL
MERRILL, SERIES 1999-C2
MERRILL, SERIES 2000-C3
MERRILL, SERIES 2000-C4
MERRILL, SERIES 2001-C5
MERRILL, SERIES 2001-LBC
MERRILL, SERIES 2002-BC2P
MERRILL, SERIES 2002-C7
MERRILL, SERIES 2002-C8
MERRILL, SERIES 2003-C10
MERRILL, SERIES 2003-C11
ML, SERIES 2003-C9
MORGAN, SERIES 1996-C1
MORGAN, SERIES 1997-C1
MORGAN, SERIES 1997-XL I
MORGAN, SERIES 1998-CF1
MORGAN, SERIES 1998-HF1
MORGAN, SERIES 1998-HF2
MORGAN, SERIES 1999-RM1
MORGAN, SERIES 2002-HQ
MSCI 2004-HQ4
MSDW 2003-1Q4
MSDW CAPTIAL I TRUST 2002-1Q3
MSDW, SERIES 1997-HF1
MSDW, SERIES 1999-FNV1
MSDW, SERIES 2001-IQ
MSDW, SERIES 2001-PPM
MSDW, SERIES 2002-WM
MSDW, Series 2003-IQ5
NATIONS LINK, SERIES 1996-1
NB, SERIES-DMC
NEW ENDLAND MUTUAL LIFE, SERIES 1993-1
NOMURA MEGADEAL, SERIES 1995-MD IV
NOMURA MEGADEAL, SERIES 1996-MD V
NOMURA, SERIES 1993-1
NOMURA, SERIES 1994-MD1
NOMURA, SERIES 1996 MD VI
NOMURA, SERIES 1998-D6
NOMURA, SERIES 1998-STI
OREGAN, SERIES 1995-1
PAINE WEBBER, SERIES 1996-M1
REAL-T, Series 2004-1
SALOMON, SERIES 1999-C1
SALOMON, SERIES 2000-C1
SASCO, SERIES 1995-C4
SC FUNDING, SERIES 1993-1
SDG MACERICH PROPERTIES LP CMO
SL COMMERCIAL, SERIES 1997-C1
SOLAR TRUST, SERIES 2001-1
SOLAR TRUST, SERIES 2002-1
Solar Trust, Series 2003-CC1
STRUCTURED MTG, SERIES 1994-M1
U-HAUL, SERIES 1993-1




Exhibit III


GMAC COMMERCIAL MORTGAGE CORPORATION
MINIMUM MASTER SERVICING POLICY

I.   CUSTODIAL BANK ACCOUNTS

     1. Reconciliations shall be prepared on a monthly basis for all custodial
        bank accounts and related bank clearing accounts. These reconciliations
        shall:

        * be mathematically accurate;

        * be prepared within forty-five (45) calendar days after the cutoff
          date, but in any event in accordance with the applicable servicing
          agreements;

        * be reviewed and approved by someone other than the person who prepared
          the reconciliation; and

        * evidence explanations for reconciling items which shall be resolved
          within ninety (90) calendar days of identification.

     2. Funds of the servicing entity shall be advanced as specified in the
        applicable servicing agreements in cases where there is potential for an
        overdraft in an investor's account or a request letter has been received
        from a subservicer for a servicing advance stipulated by the
        subservicing agreement.

     3. All cash for each custodial account shall be maintained at a federally
        insured depository institution in trust for the applicable investor or
        in an investment account in accordance with the applicable servicing
        agreement requirements.

II.  MORTGAGE PAYMENTS

     1. Mortgage payments shall be deposited into the custodial bank accounts
        and related bank clearing accounts within two business days of receipt
        from the subservicer.

     2. Mortgage payments made in accordance with the mortgagor's loan documents
        shall be posted to the applicable mortgagor records within two business
        days of receipt from the subservicer.

III. DISBURSEMENTS

     1. Remittances made via wire transfer on behalf of a mortgagor or investor
        shall be made only by authorized personnel.

     2. Amounts remitted to investors per the servicer's investor reports shall
        agree with cancelled checks, or other form of payment, or custodial bank
        statements.

IV.  INVESTOR ACCOUNTING AND REPORTING

     1. Monthly investor reports shall be sent in a timely manner listing loan
        level detail of payments and balances, and all other data required by
        the servicing agreements.

V.   INSURANCE POLICIES

     1. A fidelity bond and errors and omissions policy shall be in effect on
        the servicing entity in the amount of coverage represented to investors
        in management's assertion.

VI.  MONITORING OF SUBSERVICER COMPLIANCE

     1. Within 120 days of a subservicer's year-end, the subservicer's
        management assertions about compliance with minimum servicing standards,
        which were derived form the Mortgage Bankers Association of America's
        Uniform Single Attestation Program for Mortgage Bankers, and the
        Independent Auditors Report on management's assertions shall be
        reviewed, and if material exceptions are found, appropriate corrective
        action will be taken.

     2. An annual certification from each subservicer stating that the
        subservicer is in compliance with its subservicer agreement shall be
        obtained by April 30th for the previous calendar year.




  EX-99.2 (b)
(logo) MIDLANDLOANSERVICES



Management's Assertion


As of and for the year ended December 31, 2004, Midland Loan Services, Inc.
(MLS), an indirect wholly-owned subsidiary of The PNC Financial Services Group,
Inc. (PNC), has complied, in all material respects, with MLS's established
minimum servicing standards for commercial loans and multifamily servicing as
set forth in Appendix I (the "Standards"). The standards are based on the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers, modified to address the unique characteristics of commercial
loans and multifamily servicing.

As of and for this same period, MLS was covered by PNC's fidelity bond in the
amount of $200,000,000 and an errors and omissions policy in an amount of at
least $25,000,000.



MIDLAND LOAN SERVICES, INC.



/s/ Douglas D. Danforth
Douglas D. Danforth
CEO/President

/s/ Steven W. Smith
Steven W. Smith
COO/Executive
Vice President

/s/ Dave Bodi
Dave Bodi
COO/Executive
Vice President


February 15, 2005




A Member of the PNC Financial Services Group
10851 Mastin P.O. Box 25965 Shawnee Mission Kansas 66225-5965
www.midlandls.com 913 253 9000 T 913 253 9709 F




MIDLAND LOAN SERVICES


APPENDIX I MLS's MINIMUM SERVICING STANDARDS


I. CUSTODIAL BANK ACCOUNTS

   1. Reconciliations shall be prepared on a monthly basis for all custodial
      bank accounts and related bank clearing accounts. These reconciliations
      shall:

      * be mathematically accurate;
      * be prepared within forty-five (45) calendar days after the cutoff date;
      * be reviewed and approved by someone other than the person who prepared
        the reconciliation; and
      * document explanations for reconciling items. These reconciling items
        shall be resolved within ninety (90) calendar days of their original
        identification.

   2. Funds of the servicing entity shall be advanced in cases where there is an
      overdraft in an investor's or a mortgagor's account.

   3. Each custodial account shall be maintained at a federally insured
      depository institution in trust for the applicable investor.

   4. Escrow funds held in trust for a mortgagor shall be returned to the
      mortgagor within thirty (30) calendar days of payoff of the mortgage loan.

II. MORTGAGE PAYMENTS

    1. Mortgage payments shall be deposited into the custodial bank accounts and
       related bank clearing accounts within two business days of receipt.

    2. Mortgage payments made in accordance with the mortgagor's loan documents
       shall be posted to the applicable mortgagor records within two business
       days of receipt.

    3. Mortgage payments shall be allocated to principal, interest, insurance,
       taxes or other escrow items in accordance with the mortgagor's loan
       documents.

    4. Mortgage payments identified as loan payoffs shall be allocated in
       accordance with the mortgagor's loan documents.

III. DISBURSEMENTS

     1. Disbursements made via wire transfer on behalf of a mortgagor or
        investor shall be made only by authorized personnel.

     2. Disbursements made on behalf of a mortgagor or investor shall be posted
        within two business days to the mortgagor's or investor's records
        maintained by the servicing entity.

     3. Tax and insurance payments shall be made on or before the penalty or
        insurance policy expiration dates, as indicated on tax bills and
        insurance premium notices, respectively, provided that such support has
        been received by the servicing entity at least thirty (30) calendar
        days prior to these dates.

     4. Any late payment penalties paid in conjunction with the payment of any
        tax bill or insurance premium notice shall be paid from the servicing
        entity's funds and not charged to the mortgagor, unless the late
        payment was due to the mortgagor's error or omission.

     5. Amounts remitted to investors per the servicer's investor reports shall
        agree with cancelled checks, or other form of payment, or custodial bank
        statements.

     6. Unused checks shall be safeguarded so as to prevent unauthorized access.

IV. INVESTOR ACCOUNTING AND REPORTING

    1. The servicing entity's investor reports shall agree with, or reconcile
       to, investors' records on a monthly basis as to the total unpaid
       principal balance and number of loans serviced by the servicing entity.

V.  MORTGAGOR LOAN ACCOUNTING

    1. The servicing entity's mortgage loan records shall agree with, or
       reconcile to, the records of mortgagors with respect to the unpaid
       principal balance on a monthly basis.

    2. Adjustments on ARM loans shall be computed based on the related mortgage
       note and any ARM rider.

    3. Escrow accounts shall be analyzed, in accordance with the mortgagor's
       loan documents, on at least an annual basis.

VI. INSURANCE POLICIES

    1. A fidelity bond and errors and omissions policy shall be in effect on the
       servicing entity throughout the reporting period in the amount of
       coverage represented to investors in management's assertion.





  EX-99.2 (c)
(logo) Prudential Financial

EXHIBIT I

March 15, 2005

Assertion of Management of Prudential Asset Resources, Inc.


As of December 31, 2004, and for the fiscal year then ended, Prudential Asset
Resources, Inc., (the "Servicer") has complied in all material respects with the
minimum servicing standards set forth in the Servicer's minimum servicing policy
(attached in Schedule A), which were derived from the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
("USAP").

For the period from January 1, 2004 through June 28, 2004 the Servicer had in
effect a fidelity bond and errors and omissions policies in the amounts of
$40,000,000 each. From June 29, 2004 through December 31, the Servicer had in
effect a fidelity bond and errors and omissions policies in the amounts of
$50,000,000 each.


/s/ David Twardock
David Twardock, Director
Prudential Asset Resources, Inc.

3/15/05
Date


/s/ Ann Hambly
Ann Hambly, President and
Chief Executive Officer
Prudential Asset Resources, Inc.

3/15/05
Date


/s/ James McCarthy
James McCarthy, Comptroller
Prudential Asset Resources, Inc.

3/15/05
Date




SCHEDULE A


PRUDENTIAL ASSET RESOURCES, INC.

MINIMUM SERVICING POLICY


I.   CUSTODIAL BANK ACCOUNTS

     1. Reconciliations shall be prepared on a monthly basis for all custodial
        bank accounts and related bank clearing accounts. These reconciliations
        shall:

        *  be mathematically accurate;

        *  be prepared within forty-five (45) calendar days after the cutoff
           date;

        *  be reviewed and approved by someone other than the person who
           prepared the reconciliation; and

        *  document explanations for reconciling items. These reconciling items
           shall be resolved within ninety (90) calendar days of their original
           identification.

     2. Funds of the servicing entity shall be advanced as specified in the
        servicing agreement in cases where there is an overdraft in an
        investor's or a mortgagor's account and an advance is specified in the
        Investor's Servicing Agreement.

     3. All cash for each custodial account shall be maintained at a federally
        insured depository institution on behalf of the applicable investor or
        in an investment account in accordance with the applicable servicing
        agreement requirements.

     4. Escrow funds held on behalf of a mortgagor shall be returned to the
        mortgagor within thirty (30) calendar days of payoff of the mortgage
        loan.

II.  MORTGAGE PAYMENTS

     1. Mortgage payments which are properly identified with the Company's loan
        account number and agree to the total amount of the scheduled payment
        due shall be deposited into the related custodial bank accounts within
        two business days of deposit in the clearing bank account. Any mortgage
        payments which do not meet these parameters will be researched and
        deposited into the appropriate bank accounts within two business days
        of receipt.

     2. Mortgage payments made in accordance with the mortgagor's loan
        documents shall be posted to the applicable mortgagor records within
        two business days of receipt.

     3. Mortgage payments shall be allocated to principal, interest, insurance,
        taxes or other escrow items in accordance with the mortgagor's loan
        documents.

     4. Mortgage payments identified as loan payoffs shall be allocated in
        accordance with the mortgagor's loan documents.

III. DISBURSEMENTS

     1. Disbursements made via wire transfer on behalf of a mortgagor or
        investor shall be made only by authorized personnel.

     2. Disbursements made on behalf of a mortgagor or investor shall be posted
        within two business days to the mortgagor's or investor's records
        maintained by the servicing entity.

     3. Tax and insurance payments for those loans that are escrowed shall be
        made on or before the penalty or insurance policy expirations date, as
        indicated on tax bills and insurance premium notices, respectively,
        provided that such support has been received by the servicing entity at
        least thirty (30) calendar days prior to these dates, and the mortgagor
        has agreed with the amounts due.

     4. Any late payment penalties paid in conjunction with the payment of any
        tax bill or insurance premium notice shall be paid from the servicing
        entity's funds and not charged to the mortgagor, unless the late payment
        was due to the mortgagor's error or omission.

     5. Amounts remitted to investors per the servicer's investor reports shall
        agree with cancelled checks, or other form of payment, or custodial bank
        statements.

     6. Unissued checks shall be safeguarded so as to prevent unauthorized
        access.

IV.  INVESTOR ACCOUNTING AND REPORTING

     1. Monthly investor reports shall be sent on a monthly basis listing the
        total unpaid principal balance and number of loans serviced.

V.   MORTGAGOR LOAN ACCOUNTING

     1. The servicing entity's mortgage loan records shall agree with, or
        reconcile to, the records of mortgagors with respect to the unpaid
        principal balance on a monthly basis.

     2. Adjustments on ARM loans shall be computed based on the related mortgage
        note and any ARM rider.

     3. Escrow accounts shall be analyzed, in accordance with the mortgagor's
        loan documents, on at least an annual basis.

     4. Interest on escrow accounts, if required to be paid or credited to the
        mortgagor by the mortgage documents, shall be paid, or credited, in
        accordance with the terms of the mortgage documents.

VI.  DELINQUENCIES

     1. Records documenting collections efforts shall be maintained during the
        period a loan is in default and shall be updated at least monthly. Such
        records shall describe the entity's activities in monitoring delinquent
        loans including, for example, phone calls, letters and mortgage payment
        rescheduling plans in cases where the delinquency is deemed temporary
        (e.g. illness or unemployment).

VII. INSURANCE POLICIES

     1. A fidelity bond and errors and omissions policy shall be in effect on
        the servicing entity throughout the reporting period in the amount of
        coverage represented to investors in management's assertion.





  EX-99.2 (d)
(logo) WELLS FARGO

Commercial Mortgage Servicing
P.O. Box 4036, Concord, CA 94524
1320 Willow Pass Rd., Ste. 205
Concord, CA 94520
800 986-9711


Management Assertion
February 25, 2005


As of and for the year ended December 31, 2004, Wells Fargo Commercial Mortgage
Servicing, a division of Wells Fargo Bank, N.A., which is a wholly owned
subsidiary of Wells Fargo & Company, complied in all material respects with the
minimum servicing criteria set forth in the Mortgage Bankers Association of
America's (MBA) Uniform Single Attestation Program for Mortgage Bankers (USAP),
except for minimum servicing standards V.4 and VI.1, which the MBA has
interpreted as being inapplicable to the servicing of commercial and
multi-family loans. As of and for the year ended December 31, 2004, Wells Fargo
Commercial Mortgage Servicing had in effect a fidelity bond in the amount of
$50,000,000 and errors and omissions policy in the amount of $50,000,000.

Very Truly Yours,

Wells Fargo Commercial Mortgage Servicing


/s/ Daniel Bober
Daniel Bober
Senior Vice President
Wells Fargo Commercial Mortgage Servicing

/s/ Lisa Collins
Lisa Collins
Vice President
Wells Fargo Commercial Mortgage Servicing Operations





  EX-99.2 (e)
(logo) WELLS FARGO

Commercial Mortgage Servicing
P.O. Box 4036, Concord, CA 94524
1320 Willow Pass Rd., Ste. 205
Concord, CA 94520
800 986-9711


Management Assertion
February 25, 2005


As of and for the year ended December 31, 2004, Wells Fargo Commercial Mortgage
Servicing, a division of Wells Fargo Bank, N.A., which is a wholly owned
subsidiary of Wells Fargo & Company, complied in all material respects with the
minimum servicing criteria set forth in the Mortgage Bankers Association of
America's (MBA) Uniform Single Attestation Program for Mortgage Bankers (USAP),
except for minimum servicing standards V.4 and VI.1, which the MBA has
interpreted as being inapplicable to the servicing of commercial and
multi-family loans. As of and for the year ended December 31, 2004, Wells Fargo
Commercial Mortgage Servicing had in effect a fidelity bond in the amount of
$50,000,000 and errors and omissions policy in the amount of $50,000,000.

Very Truly Yours,

Wells Fargo Commercial Mortgage Servicing


/s/ Daniel Bober
Daniel Bober
Senior Vice President
Wells Fargo Commercial Mortgage Servicing

/s/ Lisa Collins
Lisa Collins
Vice President
Wells Fargo Commercial Mortgage Servicing Operations






  EX-99.3 (a)
(logo) GMAC
Commercial Mortgage


Annual Statement as to Compliance
For the Year Ended December 31, 2004


JPM Commercial Mortgage Securities Corp
Series 2004-LN2


Pursuant to Section 3.13 of the Pooling and Servicing Agreement governing the
referenced transaction, I hereby attest that:

  i. A review of the activities of GMAC Commercial Mortgage Corporation, as
     Servicer during the period, and of its performance under this Subservicing
     Agreement, has been made under my supervision.

 ii. To the best of my knowledge, based on such review, GMAC Commercial
     Mortgage Corporation as, Servicer, has fulfilled in all material respects
     its obligations under this Subservicing Agreement throughout the period.

iii. GMAC Commercial Mortgage Corporation, as Servicer, has received no
     notice regarding qualifications, or challenging the status the Lower Tier
     REMIC or the Upper-Tier REMIC, as a REMIC from the Internal Revenue Service
     or any other governmental agency or body.


GMAC COMMERCIAL MORTGAGE CORPORATION


/s/ Brian T. Stauffer
By: Brian T. Stauffer
Title: Senior Vice President
Date: February 20, 2005




200 Witmer Road * P.O. Box 1015 * Horsham, PA 19044-8015





  EX-99.3 (b)
(logo) MIDLANDLOANSERVICES


March 8, 2005


Ms. Barbara L. Marik
First Vice President
LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, IL
USA 60603-0000

VIA UPS
(312) 904-7323


Bear Stearns Commercial Mortgage Securities, Commercial Mortgage Pass-
Through Certificates, Series 2004-PWR5
Pooling and Servicing Agreement

OFFICER'S CERTIFICATE

Pursuant to the requirements of that certain Pooling and Servicing
Agreement governing the referenced Trust (the "PSA"), it is hereby
certified that (i) the undersigned has completed a review of the
servicer's performance of its obligations under the PSA for the preceding
calendar year; (ii) to the best of the undersigned's knowledge on the
basis of that review the servicer has fulfilled all of its obligations
under the PSA throughout such period in all material respects; (iii) to
the best of the undersigned's knowledge, the subservicer, of the servicer
under the PSA, if any, has fulfilled its obligations under its
sub-servicing agreement in all material respects; and, (iv) no notice has
been received from any governmental agency or body which would indicate a
challenge or question as to the status of the Trust's qualification as a
REMIC under the U.S. Code.


/s/ Steven w. Smith       3/8/05
Steven W. Smith           Date
Executive Vice President





A member of The PNC Financial Services Group
10851 Mastin Suite 300 Overland Park Kansas 66210
www.midlandls.com





  EX-99.3 (c)
(logo) Prudential Financial

Prudential Asset Resources
2200 Ross Avenue, Suite 4900E,
Dallas, TX 75201
Tel 214-777-4500 Fax 214-777-4556


Annual Officer Statement of Compliance


To: (see attached Distribution List)


Re: Commercial Mortgage Pass-Through Certificates, Series 2004-PWR5


I, Ann Hambly, President and CEO of Prudential Asset Resources, Inc. (the
"Company") hereby certify with regard to the Company's role as a Master
Servicer under the Pooling and Servicing Agreement, (the "Agreement") dated
as of October 1, 2004 pertaining to the mortgage loans backing the
above-referenced certificates, that

(i)   a review of the activities of the Company as a Master Servicer and
      a Special Servicer under the Agreement during the preceding
      calendar year and of its performance under the Agreement has been
      made under my supervision;
(ii)  to the best of my knowledge, based on such review, the Company has
      fulfilled all of its obligations under the Agreement in all
      material respects throughout such year; and
(iii) the Company has received no notice regarding the qualification, or
      challenging the status of any REMIC Pool created by the Agreement
      as a REMIC or either Grantor Trust Pool as a Grantor Trust, from
      the IRS or any other governmental agency or body.

Effective Date of Certification: March 10, 2005


/s/ Ann Hambly
Ann Hambly, President & CEO



March 10, 2005

Re: Series 2004-PWR5 Commercial Mortgage Pass-Through Certificates


DISTRIBUTION LIST



LASALLE BANK NATIONAL ASSOCIATION
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Asset-Backed Securities Trust Services Group, Bear Stearns Commercial
Mortgage Securities, Inc., Series 2004-PWR5


WELLS FARGO BANK, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Administration (CMBS), Bear Stearns Commercial
           Mortgage
Securities, Inc., Series 2004-PWR5


BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES, INC.
383 Madison Avenue
New York, New York 10179
Attention: J. Christopher Hoeffel


MOODY'S INVESTORS SERVICE, INC 99 Church Street New York, New York 10007
Attention: Commercial MBS Monitoring Department

FITCH, INC.
One State Street Plaza
New York, New York 10004
Attention: Commercial Mortgage Surveillance

DOMINION BOND RATING SERVICE, INC.
20 North Clark Street, 8th Floor
Chicago, Illinois 60602
Attention: Commercial Mortgage Surveillance Group.





  EX-99.3 (d)
ANNUAL STATEMENT AS TO COMPLIANCE
OFFICER'S CERTIFICATE


RE: Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2004-PWR5

In accordance with section 3.13 of the Pooling and Servicing Agreement, (the
"Agreement") dated October 1, 2004 executed by and between Bear Stearns
Commercial Mortgage Securities Inc., (as "Depositor"), Prudential Asset
Resources, Inc., (as a "Master Servicer"), Wells Fargo Bank National
Association, (as a "Master Servicer"), Midland Loan Services, Inc., (as
"Special Servicer"), Wells Fargo Bank National Association, (as "Certificate
Administrator" and as "Tax Administrator"), LaSalle Bank National Association,
(as "Trustee"), ABN AMRO Bank N.V., (as "Fiscal Agent") as authorized officer
of the Master Servicer, Wells Fargo Bank National Association, I certify that
(i) a review of the activities of such Master Servicer, during the preceding
calendar year and of its performance under this Agreement has been made under
such officer's supervision, (ii) to the best of such officer's knowledge, based
on such review, such Master Servicer, has fulfilled all of its obligations under
this Agreement in all material respects throughout such year and (iii) such
Master Servicer, has received no notice regarding the qualification, or
challenging the status, of any REMIC Pool as a REMIC or either Grantor Trust
Pool as a Grantor Trust from the IRS or any other governmental agency or body.

Wells Fargo Bank, National Association
"Master Servicer"



/s/ David Huebner
David Huebner
Vice President
Wells Fargo Bank National Association
Commercial Mortgage Servicing






  EX-99.3 (e)
ANNUAL STATEMENT AS TO COMPLIANCE
OFFICER'S CERTIFICATE

RE: Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2004-PWR4

In accordance with section 3.13 of the Pooling and Servicing Agreement, (the
"Agreement") dated June 1, 2004 executed by and between Bear Stearns Commercial
Mortgage Securities Inc., (as "Depositor"), Prudential Asset Resources, Inc.,
(as a "Master Servicer" and "Shell Plaza Special Servicer"), Wells Fargo Bank
National Association, (as a "Master Servicer"), ARCAP Servicing Inc., (as
"General Special Servicer"), Wells Fargo Bank National Association, (as
"Certificate Administrator" and as "Tax Administrator"), LaSalle Bank National
Association, (as "Trustee"), ABN AMRO Bank N.V., (as "Fiscal Agent") and The
Prudential Insurance Company of America, (as "Shell Plaza Non-Pooled
Subordinate Noteholder") as authorized officer of the Master Servicer, Wells
Fargo Bank National Association, I certify that (i) a review of the activities
of such Master Servicer, during the preceding calendar year and of its
performance under this Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such
review, such Master Servicer, has fulfilled all of its material obligations
under this Agreement in all material respects throughout such year and (iii)
such Master Servicer, has received no notice regarding the qualification, or
challenging the status, of any REMIC Pool as a REMIC or either Grantor Trust
Pool as a Grantor Trust from the IRS or any other governmental agency or body.

Wells Fargo Bank, National Association
"Master Servicer"


/s/ David Huebner
David Huebner
Vice President
Wells Fargo Bank National Association
Commercial Mortgage Servicing






  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>
   A-1                              667,550.20          2,262,470.58                 0.00             104,737,529.42
   A-2                            1,106,040.00                  0.00                 0.00             156,000,000.00
   A-3                            1,019,516.66                  0.00                 0.00             134,000,000.00
   A-4                              805,166.66                  0.00                 0.00             100,000,000.00
   A-5                            4,804,425.44                  0.00                 0.00             579,079,000.00
   B                                246,776.68                  0.00                 0.00              29,291,000.00
   C                                 78,424.58                  0.00                 0.00               9,250,000.00
   D                                171,793.34                  0.00                 0.00              20,042,000.00
   E                                120,758.76                  0.00                 0.00              13,875,000.00
   F                                140,876.54                  0.00                 0.00              15,416,000.00
   G                                 88,423.90                  0.00                 0.00               9,250,000.00
   H                                179,221.97                  0.00                 0.00              18,500,000.00
   J                                 36,175.20                  0.00                 0.00               4,625,000.00
   K                                 36,175.20                  0.00                 0.00               4,625,000.00
   L                                 48,236.22                  0.00                 0.00               6,167,000.00
   M                                 36,175.20                  0.00                 0.00               4,625,000.00
   N                                 36,175.20                  0.00                 0.00               4,625,000.00
   P                                 24,114.20                  0.00                 0.00               3,083,000.00
   Q                                108,530.64                  0.00                 0.00              13,875,641.00
   R-I                                    0.00                  0.00                 0.00                       0.00
   R-II                                   0.00                  0.00                 0.00                       0.00
   R-III                                  0.00                  0.00                 0.00                       0.00
   V                                      0.00                  0.00                 0.00                       0.00
   X1                               149,734.99                  0.00                 0.00           1,231,066,170.42
   X2                             2,038,710.77                  0.00                 0.00           1,194,309,000.00
   </TABLE>