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:  333-91334-04


        Bear Stearns Asset Backed Securities Trust
        Asset-Backed Certificates
        Series 2003-AC2

     (Exact name of registrant as specified in its charter)


   New York                                         54-2120429
                                                    54-2120430
                                                    54-2120431
  (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                    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.



  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.


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


             Class A-1                            3
             Class A-2                            3
             Class A-3                           12
             Class A-4                            3
             Class A-IO                           5
             Class B-1                            3
             Class B-2                            4
             Class C                              1
             Class M-1                            4
             Class M-2                            4
             Class P                              1
             Class R-1                            1
             Class R-2                            1
             Class R-3                            1

             Total:                              46


  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.


                                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) Exhibits

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

     (99.1) Annual Independent Accountants' Servicing Reports concerning
            servicing activities for the year ended December 31, 2003.

       <TABLE>

       
         <c>
       a) EMC Mortgage Corp, as Servicer <F1> b) HomeQ Servicing Corporation, as
       Servicer <F1> c) National City Mortgage Co, as Servicer <F1> d) Union
       Federal Bank, as Servicer <F1>
</TABLE>

     (99.2) Report of Management as to Compliance with Minimum Servicing
            Standards for the year ended December 31, 2003.

       <TABLE>

       
        <c>
       a) EMC Mortgage Corp, as Servicer <F1> b) HomeQ Servicing Corporation, as
       Servicer <F1> c) National City Mortgage Co, as Servicer <F1> d) Union
       Federal Bank, as Servicer <F1>
</TABLE>

     (99.3) Annual Statements of Compliance under the Pooling and Servicing
            Agreements for the year ended December 31, 2003.

       <TABLE>

       
         <c>
       a) EMC Mortgage Corp, as Servicer <F1> b) HomeQ Servicing Corporation, as
       Servicer <F1> c) National City Mortgage Co, as Servicer <F1> d) Union
       Federal Bank, as Servicer <F1>
</TABLE>


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


   (b)  On November 04, 2003, December 09, 2003, and January 08, 2004 reports on
        Form 8-K were filed by the Company in order to provide the statements
        for the monthly distributions to holders of the Certificates. No other
        reports on Form 8-K have been filed during the last quarter of the
        period covered by this report.

        On January 08, 2004 a report on Form 8-K/A was filed by the Company for
        October 2003 distribution.


   (c) Not applicable.


   (d) Omitted.

     (99.5) Reliance Certifications Mandated under the Pooling and Servicing
            Agreement for the year ended December 31, 2003

       a) EMC Mortgage Corp, as Servicer <F2> b) HomeQ Servicing Corporation, as
       Servicer <F2> c) National City Mortgage Co, as Servicer <F2> d) Union
       Federal Bank, as Servicer <F2>



  <F1> Filed herewith.


  <F2> Certification has been received.




                                   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 Asset Backed Securities Trust
     Asset-Backed Certificates
     Series 2003-AC2
     (Registrant)



  Signed: Wells Fargo Bank, N.A. as Master Servicer


  By:     Brett Handelman, Vice President

  By: /s/ Brett Handelman, Vice President

  Dated: March 30, 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.


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

  I, Brett Handelman, 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
     Asset Backed Securities Trust Asset-Backed
     Certificates, Series 2003-AC2 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. I am responsible for reviewing the activities performed by the master
     servicer under the pooling and servicing, or similar, agreement, and based
     on upon my knowledge and the annual compliance review required under that
     agreement, and except as disclosed in the reports, the master servicer has
     fulfilled its obligations under that 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: EMC Mortgage Corp as
     Servicer, HomeQ Servicing Corporation as Servicer, National City Mortgage
     Co as Servicer, Union Federal Bank as Servicer.

     Date: March 30, 2004

     /s/ Brett Handelman
     Signature

     Vice President
     Title

  Ex-99.1 (a)

  (logo) Deloitte

Deloitte & Touche LLP
750 College Road East
Third Floor
Princeton, NJ 08540
USA
Tel: +16095143600
www.deloitte.com

INDEPENDENT ACCOUNTANTS' REPORT

Board of Directors and Stockholder
EMC Mortgage Corporation

We have examined EMC Mortgage Corporation (the "Company") (a wholly owned
subsidiary of The Bear Stearns Companies Inc.) compliance with its established
servicing standards described in the accompanying Management's Assertion, dated
February 13, 2004, as of and for the year ended November 30, 2003. Management is
responsible for compliance with those minimum servicing standards. Our
responsibility is to express an opinion on the Company'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 the Company'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 the Company's compliance with the minimum
servicing standards.

Our examination disclosed the following material noncompliance with the
reconciliation of custodial bank accounts applicable to the Company during the
year ended November 30, 2003. In two of the twenty-two custodial bank accounts
selected for testing, the reconciliations included three items totaling
approximately $258,000 that were older than ninety days.

In our opinion, except for the material noncompliance described in the preceding
paragraph, the Company complied, in all material respects, with the
aforementioned minimum servicing standards as of and for the year ended
 November 30, 2003, as set forth in Appendix I.



/s/ Deloite & Touche LLP
February 13,2004

Member of
Deloitte Touche Tohmatsu


  Ex-99.1 (b)


(Logo) KPMG

KPMG LLP
Suite 2300
401 South Tryon Street
Three First Union Center
Charlotte, NC 28202-1911

Independent Accountants' Report
The Board of Directors
HomEq Servicing Corporation:

We have examined management's assertion, included in the accompanying Management
Assertion, that HomEq Servicing Corporation (the Company) complied with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers as of and for
the year ended December 31, 2003. Management is responsible for the Company's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the Company'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 the Company's
compliance with the minimum servicing standards specified above 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 minimum servicing standards.

In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards during the year ended December 31,
2003 is fairly stated, in all material respects.

/s/ KPMG
March 12,2004



  Ex-99.1 (c)

  (LOGO) ERNST & YOUNG

Ernst & Young LLP
1300 Huntington Building
925 Euclid Avenue
Cleveland, Ohio 44115

Phone: (216) 861-5000
www.ey.com

Report on Management's Assertion on Compliance
with the Specified Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers

Report of Independent Accountatns

Board of Directors
National City Mortgage Co.

We have examined management's assertion, inc1uded in the accompanying report
titled Report of Management, that National City Mortgage Co. (NCM) complied with
the servicing standards identified in Exhibit A to the Report of Management (the
specific minimum servicing standards) as set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
(USAP) during the year-ended December 31, 2003. Management is responsible for
NCM's compliance with the specified minimum servicing standards. Our
responsibility is to express an opinion on management's assertions about NCM'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 NCM's compliance with the
specified 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 NCM's compliance with specified minimum servicing
standards.

In our opinion, management's assertion that NCM complied with the aforementioned
specified minimum servicing standards during the year ended December 31, 2003,
is fairly stated, in all material respects.

/s/ Ernst & Young LLP

February 25, 2004

A Member Practive of Ernst & Young Global



  Ex-99.1 (d)

  (logo) ERNST & YOUNG

Ernst & Young LLP
111 Monument Circle, Suite 2600
P.O. Box 44972 Indianapolis, Indiana 46204-2094
Phone: (317) 681-7000
Fax: (317) 681-7216




Report on Management's Assertion on Compliance with the Specified Minimum
Servicing Standards Set Forth in the Uniform Single Attestation Program for
Mortgage Bankers



Report of Independent Accountants


The Board of Directors
Union Federal Bank of Indianapolis

We have examined management's assertion, included in the accompanying report
titled Report of Management, that Union Federal Bank of Indianapolis and
Subsidiaries (the Bank) complied with the servicing standards identified in
Exhibit A to the Report of Management (the "specified minimum servicing
standards") as set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year
ended December 31, 2003. Management is responsible for the Bank's compliance
with those specified minimum servicing standards. Our responsibility is to
express an opinion on management's assertions about the Bank'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 examinjng, on a test basis, evidence about the Bank's compliance with
the specified 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 the Bank's compliance with the specified minimum
servicing standards.

In our opinion, management's assertion, that the Bank complied with the
aforementioned specified minimum servicing standards during the year ended
December 31, 2003, is fairly stated, in all material respects.


/s/ Ernst & Young LLP
Ernst & Young LLP
February 26, 2004




  Ex-99.2 (a)

  EMC (logo)
Mortgage Corporation


                             MANAGEMENT'S ASSERTION


As of and for the year ended November 30, 2003, EMC Mortgage Corporation (the
"Company") (a wholly owned subsidiary of The Bear Stearns Companies, Inc.), has
complied, in all material respects, except as described in the following
paragraph, with the Company's established minimum servicing standards for
residential mortgage loans 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.

In two of the twenty-two custodial bank accounts selected for testing, the
reconciliations included three items totaling approximately $258,000 that were
older than ninety days. As of and for this same period, the Company had in
effect a fidelity bond in the amount of $200,000,000 and $100,000,000 for the
periods from December 1, 2002 to September 29, 2003 and from September 30, 2003
to November 30, 2003, respectively, and an errors and omissions policy in the
amount of $10,000,000 and $15,000,000 for the periods from December 1, 2002 to
February 24, 2003 and from February 25, 2003 to November 30, 2003, respectively.

/s/ Ralene Ruyle                                 2-13-04
Ralene Ruyle, President                          Date


/s/ Scott D. Samlin,                             2-13-04
Scott D. Samlin, Executive Vice President        Date


/s/ Dana Dillard                                 2-13-04
Dana Dillard, Senior Vice President              Date

Two MacArthur Ridge, 909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038
Mailing Address: P.O. Box 141358, Irving, Texas 75014-1358

MBA
Member
Mortgage Bankers
Association of America   (logo)



APPENDIX I

MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION
OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS

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 mortgage
    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. MORTGAGE LOAN ACCOUNTING

 1. The servicing entity's mortgage loan records shalagree 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 shall be paid, or credited, to mortgagors in
    accordance with the applicable state laws.



VI. DELINQUENCIES

 1. Records documenting collection 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 (b)

  HOMEQ SERVICING

Management Assertion

As of and for the year ended December 31. 2003. HomEq Servicing Corporation (the
"Company") complied in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers. As of and for this same period,
the Company had in effect a fidelity bond and errors and omissions policy in the
amounts of $200 million and $20 million, respectively.



HomeEq serving corporation

/s/ Arthur Q. Lyon
March 12, 2004
Arthur Q. Lyon
President


/s/ Keith G. Becher
March 12, 2004
Keith G Becher
Chief Operating officer



 WACHOVIA.


  Ex-99.2 (c)

  Management's Assertion on Compliance with the Specified Minimum
Servicing Standards Set Forth in the Uniform Single Attestation Program
for Mortgage Bankers

Report of Management

We, as members of management of National City Mortgage Co. (NCM), are
responsible for complying with the servicing standards identified in the
attached Exhibit A (the specified minimum servicing standards) as set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers (USAP). We are also responsible for establishing and
maintaining effective internal control over compliance with these specified
minimum servicing standards. We have performed our evaluation of NCM's
compliance with the specified minimum servicing standards as of December 31,
2003 and for the year then ended. Based on this evaluation, we assert thet
during the year ended December 31, 2003, NCM complied, in all material respects,
with the specified minimum servicing standards set forth in the USAP.

As of December 31, 2003 and for the year then ended, NCM had in effect a
fidelity bond policy in the amount of $200 million and an errors and omissions
policy in the amount of $200 million.

/s/ Steven M. Scheid
Steven M. Scheid, Senior Vice President

February 25, 2004


Exhibit A

Specified 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:

      a. be mathematically accurate;

      b. be prepared within forty-five (45) calendar days after the cutoff date.
         The cutoff date is the date as of which a bank account is reconciled
         every month. It may, or may not, coincide with a prescribed investor
         reporting date but shall be consistent from period to period;

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

      d. 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 (2) 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 (2)
      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.

Exhibit A

Specified Minimum Servicing Standards (continued)

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 (2) 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. Unissued checks shall be safeguarded so as to prevent unauthorized access.

IV. Investor Accouting 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 adjustable rate mortgage (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.

Exhibit A

Specified Minimum Servicing Standards (continued)

V. Mortgagor Loan Accounting (continued)

   4. Interest on escrow accounts shall be paid, or credited, to mortgagors in
      accordance with the applicable state laws.

VI. Delinquencies

   1. Records documenting collection 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
      (i.e., 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) Union Federal Bank all your bank should be

Management's Assertion on Compliance with Minimum Servicing
Standards Set Forth in the Uniform Single Attestation Program for
Mortgage Bankers

Report of Management

We, as members of management of Union Federal Bank of Indianapolis and
Subsidiaries (the Bank), are responsible for complying with the minimum
servicing standards as set forth in the Mortgage Banks Association of America's
Uniform Single Attestation Program for Mortgage Bankers (USAP). We are also
responsible for establishing and maintaining effective internal control over
compliance with these standards. We have performed an evaluation of the Bank's
compliance with the minimum servicing standards as set forth in the USAP as of
December 31, 2003 and for the year then ended. Based on this evaluation, we
assert that during the year ended December 31, 2003, the Bank complied, in all
material respects, with the minimum servicing standards set forth in the USAP.

For the six month periods ended June 30, 2003 and December 31, 2003, the Bank
had in effect a mortgage errors and omissions policy in the amount of
$15,500,000 and $20,000.000, respectively. From January 1,2003 to December 30,
2003, the Bank had in effect a fidelity bond in the amount of $15,000,000.
Effective December 31,2003 the Bank increased the amount of the fidelity bond to
$20,000,000.


/s/ Alvin T. Stolen III
Alvin T. Stolen III
President and Chief Executive

/s/ Vincent J. Otto
Vincent J. Otto
Executive Vice President

February 26, 2004
                     I
Official Bank of the Indianapolis Colts.



  Ex-99.3 (a)

  Exhibit" A"

Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Rd.
Columbia, MD 21045
Attention: Master Servicing

RE: Officer's Certificate

Dear Master Servicer:

The undersigned Officer certifies the following for the 2003 fiscal year:

(A) I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the ten DS of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to
the best of these Officers' knowledge, the Servicer has fulfilled all of its
duties, responsibilities or obligations under these Agreements throughout such
year, or if there has been a default or failure of the servicer to perform any
of such duties, responsibilities or obligations, a description of each default
or failure and the nature and status thereof has been reported to Wells Fargo
Bank Minnesota, N.A.;

(B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
servicer in good standing;

(C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
are in full force and effect;

(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;

(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported to Wells Fargo Bank Minnesota, N.A.;

(F) All Custodial Accounts have been reconciled and are properly funded; and

(G) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed. Certified by

/s/ Daua Dillarard

Officer

Senior Vice President
Title

February  27 -2003
EMC


Addendum to Officer's Certificate

The following exceptions were noted regarding notation "0" and "E" of EMC
Mortgage Corporation's Officer Certificate and attestation to activities
performed during the preceding fiscal year end of November 30, 2003.

All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;

When a loss occurs, a Mortgaged Property will be insured by EMC Mortgage
Corporation's force place carrier in the event the homeowner's Primary Mortgage
Insurance Policy has not been renewed. Currently there are 233 loans serviced by
EMC Mortgage Corporation that are in a forced place insurance cycle. EMC
Mortgage Corporation has been cooperating with the seller on five of these loans
with aforementioned force placed insurance to reinstate the homeowner's Primary
Mortgage Insurance Policy.

All real estate taxes, governmental assessments and any other expenses accrued
and due, that if not paid could result in a lien or encumbrance on any Mortgaged
Property, have been paid, or if any such costs or expenses have not been paid
with respect to any Mortgaged Property, the reason for the non- payment has been
reported to Wells Fargo Bank Minnesota, N.A.;

All taxes on loans serviced by EMC Mortgage Corporation have been paid according
to the agreed up policies and procedures of HUD, Fannie Mae, Freddie Mac and
Ginnie Mae as well as EMC Mortgage Corporation's own internal policies. EMC
Mortgage Corporation is currently researching 50 delinquent tax bills -including
such matters as taxes on secondary liens, mobile homes assessed as personal
property, newly acquired loans and homeowner association dues.









Two MacArthur Ridge 909 Hidden Ridge Drive, Suite 200 Irving, Texas 75038
Mailing Address: P.O. Box 141358, Irving, Texas 75014-1358

Member Mortgage Bankers MBA Association of America


Ex-99.3(b)

  FROM CERTIFICATION TO BE
PROVIDED BY THE SERVICER

I, Arthur Lyon, certify to Wells Fargo Bank, MN, NA, and its officers,
directors, agents and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:

(i) Based on such Officer's knowledge, the information relating to the Mortgage
    Loans and the servicing thereof submitted by the Servicer to Wells Fargo
    Bank, MN, NA which is used in connection with preparation of the reports on
    Form 8-K and the annual report on Form l0-K filed with the SEC with respect
    to the Transaction, 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 date of this certification

    The servicing information required to be provided to Wells Fargo Bank, MN,
    NA by the Servicer under applicable Servicing Agreements has been provided
    to Wells Fargo Bank, MN, NA;

    Such Officer is responsible for reviewing the activities performed by the
    Servicer under applicable Servicing Agreements and based upon the review
    required under applicable Servicing Agreements, and except as disclosed in
    the Annual Statement of Compliance, the Annual Independent Public
    Accountant's Servicing Report and all servicing reports, officer's
    certificates and other information relating to the servicing of the Mortgage
    Loans submitted to Wells Fargo Bank, MN, NA, the Servicer has, as of the
    date of this certification fulfilled its obligations under applicable
    Servicing Agreements; and

    Such Officer has disclosed to Wells Fargo Bank, MN, NA all significant
    deficiencies relating to the Servicer's compliance with the minimum
    servicing standards in accordance with a review conducted in compliance with
    the Uniform Single Attestation Program for Mortgage Bankers or similar
    standard as set forth under applicable Servicing Agreements.

IN WITNESS WHEREOF, the undersigned has caused this Officer's Certificate to be
duly executed as of 3/12/04

HomEq Servicing Corporation

By: /s/ Arthur Lyon
Arthur Lyon
President




  Ex-99.3 (C)

  National City Mortgage Co.
232 Newmark Drive. Miamisburg, Ohio 45342
Mortgage Telephone (937) 910-1200

Mailing Address:
P.O. Box 1820
Dayton, Ohio 45401-1820

EMC
C/o Wells Fargo Bank Minnesota NA
Attn: Mike Williams
9062 Old Annapolis Road
Columbia, Maryland 21045


RE: Officer's Certification -National City Mortgage Investor Number 436

Dear Master Servicer:

The undersigned Officer certifies the following for the 2003 fiscal year:

a. I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to
the best of this Officer's knowledge, the Servicer has fulfilled all of its
duties, responsibilities or obligations under these Agreements throughout such
year, or if there has been a default or failure of the servicer to perform any
of such duties, responsibilities or obligations, a description of each default
or failure and the nature and status thereof has been reported to EMC c/o Wells
Fargo Bank Minnesota NA;

b. I have confirmed that the Servicer is currently an approved FNMA or FHLMC
servicer in good standing;

c. I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
are in full force and effect;

d. All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;

e. All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported to EMC c/o Wells Fargo Bank Minnesota NA;

f. All custodial accounts have been reconciled and are properly funded; and

g. All annual reports of Foreclosure and Abandonment of Mortgaged Property
required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.

Certified By:
/s/ Mary Beth Criswell
Officer Mary Beth Criswell

Vice President
Title

February 13, 2004
Date


No one Cares More!




  Ex-99.3 (d)

  Exhibit "A"

Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Rd.
Columbia, MD 21045
Attention: Master Servicing

RE: Officer's Certificate

Dear Master Servicer:

The undersigned Officer certifies the following for the 2003 fiscal year:

(A) I have reviewed the activities and performance of the Servicer during the
    preceding fiscal year under the terms of the Servicing Agreement, Trust
    Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and
    to the best of these Officers' knowledge, the Servicer has fulfilled all of
    its duties, responsibilities or obligations under these Agreements
    throughout such year, or if there has been a default or failure of the
    servicer to perform any of such duties, responsibilities or obligations, a
    description of each default or failure and the nature and status thereof has
    been reported to Wells Fargo Bank Minnesota, N.A.;

(B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
    servicer in good standing;

(C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
    Policy and any other bonds required under the terms of the Servicing
    Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/
    Servicer Guide are in full force and effect;

(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
    applicable) and Primary Mortgage Insurance Policy (if applicable), with
    respect to each Mortgaged Property, have been paid and that all such
    insurance policies are in full force and effect;

(E) All real estate taxes, governmental assessments and any other expenses
    accrued and due, that if not paid could result in a lien or encumbrance on
    any Mortgaged Property, have been paid, or if any such costs or expenses
    have not been paid with respect to any Mortgaged Property, the reason for
    the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.;

(F) All Custodial Accounts have been reconciled and are properly funded; and

(G) All annual reports of Foreclosure and Abandonment of Mortgage Property
    required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
    respectively, have been prepared and filed.



Certified By:
/s/ Angela Thompson

Assistant Vice President

Title

2/13/04

Date








  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                            2,653,616.83         26,441,400.97                 0.00              73,558,599.03
   A-2                              927,516.71          9,254,490.33                 0.00              25,745,509.66
   A-3                            1,968,475.22         40,824,465.45                 0.00              60,171,534.55
   A-4                            1,780,000.00                  0.00                 0.00              53,400,000.00
   A-IO                           1,675,000.00                  0.00                 0.00                       0.00
   B-1                              180,789.08          1,689,869.94                 0.00               4,701,130.06
   B-2                              221,478.01                  0.00                 0.00               6,992,440.00
   C                              1,769,795.22                  0.00                 0.00                       0.00
   M-1                              542,663.16          4,865,217.78                 0.00              13,534,782.22
   M-2                              434,582.83          3,538,652.69                 0.00               9,844,347.31
   P                                 59,186.12                  0.00                 0.00                     100.00
   R-1                                    0.00                  0.00                 0.00                       0.00
   R-2                                    0.00                  0.00                 0.00                       0.00
   R-3                                    0.00                  0.00                 0.00                       0.00
   </TABLE>