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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

|                                                        |  |                                                                                     
|------------------------------------------------------- |  | ------------------------------------------------------------------------------------
|[ X ]                                                   |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|                                                        |  |                                                                                     
|For the fiscal year ended: December 31, 2002 OR        
|                                                        |  |                                                                                     
|[    ]                                                  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
ACT OF 1934     
|                                                        |  |                                                                                     
|For the transition period from __________ to _________.
|                                                        |  |                                                                                     
|Commission File Number: 333-60904                      

GREENWICH CAPITAL ACCEPTANCE, INC. (as Depositor of First Republic
Mortgage Loan Trust 2002-FRB2, the Issuer of the Mortgage Loan
Pass-Through Certificates, Series 2002-FRB2, under a Pooling and
Servicing Agreement dated as of November 1, 2002)

GREENWICH CAPITAL ACCEPTANCE, INC.

(Exact Name of registrant as specified in its charter)


|                                                                          |  |                                                
|------------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of incorporation or organization)   |  | 06-1199884
(I.R.S. employer identification no.)
|                                                                          |  |                                                
|600 Steamboat Road
Greenwich, CT
(Address of principal executive offices) |  | 06830
(Zip code)                               

(203) 662-2700
(Registrants telephone number, including area code)

|                                                            |  |                                                            
|----------------------------------------------------------- |  | -----------------------------------------------------------
|Securities registered pursuant to Section 12(b) of the Act: |  | Securities registered pursuant to Section 12(g) of the Act:
|                                                            |  |                                                            
|None                                                        |  | None                                                       
|(Title of class)                                            |  | (Title of class)                                           

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [    ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [    ] No [ X ]

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of Registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of the last business day
of the Registrants most recently completed second fiscal quarter:

Not Applicable

Documents incorporated by reference:

Not Applicable





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TABLE OF CONTENTS



|                                                                                                                                                                                        |                                                                                                                       |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                                                                                                                                                                 
|                                                                                                                                                                                        | ITEM 1    BUSINESS                                                                                                  
|                                                                                                                                                                                        | ITEM 2    PROPERTIES                                                                                                
|                                                                                                                                                                                        | ITEM 3  LEGAL PROCEEDINGS                                                                                           
|                                                                                                                                                                                        | ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                         
|PART II                                                                                                                                                                                
|                                                                                                                                                                                        | ITEM 5    MARKET FOR REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERS                                      
|                                                                                                                                                                                        | ITEM 6    SELECTED FINANCIAL DATA                                                                                   
|                                                                                                                                                                                        | ITEM 7    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF                      OPERATIONS
|                                                                                                                                                                                        | ITEM 7A    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                               
|                                                                                                                                                                                        | ITEM 8    FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION                                                        
|                                                                                                                                                                                        | ITEM 9    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL                      DISCLOSURE 
|PART III                                                                                                                                                                               
|                                                                                                                                                                                        | ITEM 10    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                                       
|                                                                                                                                                                                        | ITEM 11    EXECUTIVE COMPENSATION                                                                                   
|                                                                                                                                                                                        | ITEM 12    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                           
|                                                                                                                                                                                        | ITEM 13    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                           
|PART IV                                                                                                                                                                                
|                                                                                                                                                                                        | ITEM 14 CONTROLS AND PROCEDURES                                                                                      
|                                                                                                                                                                                        | ITEM 15    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K                                          
|SIGNATURES                                                                                                                                                                             
|CERTIFICATION                                                                                                                                                                          
|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.
|INDEX TO EXHIBITS                                                                                                                                                                      
|Exhibit 99.1                                                                                                                                                                           
|Exhibit 99.2                                                                                                                                                                           



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GREENWICH CAPITAL ACCEPTANCE, INC.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-FRB2

INDEX

|                                                                                                                                                                                        |                                                                                                        |  |      |   | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ |  | ---- | - | 
|                                                                                                                                                                                        |                                                                                                        |  | Page
|                                                                                                                                                                                        |                                                                                                        |  |     
|PART I                                                                                                                                                                                  |                                                                                                        |  | 3    |  
|                                                                                                                                                                                        | ITEM 1-BUSINESS                                                                                        |  |      | 3 | 
|                                                                                                                                                                                        | ITEM 2-PROPERTIES                                                                                      |  |      | 3 | 
|                                                                                                                                                                                        | ITEM 3-LEGAL PROCEEDINGS                                                                               |  |      | 3 | 
|                                                                                                                                                                                        | ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS                                             |  |      | 3 | 
|PART II                                                                                                                                                                                 |                                                                                                        |  | 3    |  
|                                                                                                                                                                                        | ITEM 5-MARKET FOR REGISTRANTS COMMON STOCK AND
RELATED STOCKHOLDER MATTERS                            |  |      | 3 | 
|                                                                                                                                                                                        | ITEM 6-SELECTED FINANCIAL DATA                                                                         |  |      | 3 | 
|                                                                                                                                                                                        | ITEM 7-MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF           OPERATIONS |  |      | 3 | 
|                                                                                                                                                                                        | ITEM 7A-QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                     |  |      | 3 | 
|                                                                                                                                                                                        | ITEM 8-FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                     |  |      | 3 | 
|                                                                                                                                                                                        | ITEM 9-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL            DISCLOSURE |  |      | 3 | 
|PART III                                                                                                                                                                                |                                                                                                        |  | 4    |  
|                                                                                                                                                                                        | ITEM 10-DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT                                             |  |      | 4 | 
|                                                                                                                                                                                        | ITEM 11-EXECUTIVE COMPENSATION                                                                         |  |      | 4 | 
|                                                                                                                                                                                        | ITEM 12-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT                                 |  |      | 4 | 
|                                                                                                                                                                                        | ITEM 13-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                 |  |      | 5 | 
|PART IV                                                                                                                                                                                 |                                                                                                        |  | 6    |  
|                                                                                                                                                                                        | ITEM 14-CONTROLS AND PROCEDURES                                                                        |  |      | 6 | 
|                                                                                                                                                                                        | ITEM 15-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K                                |  |      | 6 | 
|SIGNATURES                                                                                                                                                                              |                                                                                                        |  | 7    |  
|CERTIFICATION                                                                                                                                                                           |                                                                                                        |  | 8    |  
|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 |                                                                                                        |  | 9    |  
|INDEX TO EXHIBITS                                                                                                                                                                       |                                                                                                        |  | 9    |  

2



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PART I




ITEM 1    BUSINESS

Not Applicable.




ITEM 2    PROPERTIES

Greenwich Capital Acceptance, Inc. (the Depositor) will furnish
information regarding the Mortgaged Properties by reference to the Annual
Compliance Certificates to be filed herein under Item 15.




ITEM 3  LEGAL PROCEEDINGS

The Depositor is not aware of any material pending legal proceedings
involving either the Mortgage Pass-Through Certificates, the First Republic
Mortgage Loan Trust 2002-FRB2 (the Trust); the Pooling and Servicing
Agreement; the Trustee; the Depositor; the Seller; or the Servicer which
relates to the Trust.




|                                                            
|------------------------------------------------------------
|ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter has been submitted to a vote of the holders of beneficial
interests in the Trust through the solicitation of proxies or otherwise.




PART II




ITEM 5    MARKET FOR REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERS

To the best knowledge of the Depositor, there is no established public trading market for the Certificates.

The Certificates issued by the Trust are held by the Depository Trust
Company (DTC) which in turn maintains records of holders of beneficial
interests in the Certificates. Based on information obtained by the Trust from
DTC, as of December 31, 2002, there were three (3) holders of the Class A-1
Certificates, ten (10) holders of the Class A-2 Certificates, one (1) holder of
the Class X Certificates, two (2) holders of the Class B-1 Certificates, one
(1) holder of the Class B-2 Certificates, and one (1) holder of the Class B-3
Certificates.




ITEM 6    SELECTED FINANCIAL DATA

Not Applicable.




ITEM 7    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Not Applicable.




ITEM 7A    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.




ITEM 8    FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION

Not Applicable.




ITEM 9    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes of accountants or disagreements on accounting or
financial disclosures between the Depositor and its accountants.

3



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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

The Depositor is a Delaware corporation and indirect, limited purpose
finance subsidiary of Royal Bank of Scotland Plc and an affiliate of Greenwich
Capital Markets, Inc. The Trust is a grantor trust established under the
Pooling and Servicing Agreement.

The following table sets forth (i) the name and address of each entity
owning more than 5% of the outstanding principal amount of each class of the
Pass-Through Certificates; (ii) the principal amount of each class of the
Pass-Through Certificates owned by each and (iii) the percent that the
principal amount of each class of the Pass-Through Certificates owned by such
entity represents of the outstanding principal amount of such class of
Pass-Through Certificates. The information set forth in the table for the
Certificates is based upon information obtained by the Trust from DTC and
represents ownership of beneficial interest in the Certificates held by DTC.
The Depositor is not aware of any Schedules 13D or 13G filed with the
Securities and Exchange Commission in respect of the Certificates.

Class A-1

|                               |  |                        |            |                                  |  |  |       |  
|------------------------------ |  | ---------------------- | ---------- | -------------------------------- |  |  | ----- | -
|Name and Address               |  | Principal Amount Owned |            | Percentage of Outstanding Amount
|                               |  |                        |            |                                 
|The Bank of New York           |  | $                      | 19,644,000 |                                  |  |  | 33.79 | %
|One Wall Street                |  |                        |            |                                  |  |  |       |  
|New York, NY 10286             |  |                        |            |                                  |  |  |       |  
|Citibank, N.A.                 |  | $                      | 28,500,000 |                                  |  |  | 49.01 | %
|3800 Citibank center B3-15     |  |                        |            |                                  |  |  |       |  
|Tampa, FL 33610                |  |                        |            |                                  |  |  |       |  
|PNC Bank, National Association |  | $                      | 10,000,000 |                                  |  |  | 17.20 | %
|1600 Market Street             |  |                        |            |                                  |  |  |       |  
|29th Floor                     |  |                        |            |                                  |  |  |       |  
|Philadelphia, PA 19103         |  |                        |            |                                  |  |  |       |  

Class A-2

|                            |  |                        |             |                                  |  |  |       |  
|--------------------------- |  | ---------------------- | ----------- | -------------------------------- |  |  | ----- | -
|Name and Address            |  | Principal Amount Owned |             | Percentage of Outstanding Amount
|                            |  |                        |             |                                 
|Citibank, N.A.              |  | $                      | 24,000,000  |                                  |  |  | 7.73  | %
|3800 Citibank Center B3-15  |  |                        |             |                                  |  |  |       |  
|Tampa, FL 33610             |  |                        |             |                                  |  |  |       |  
|JP Morgan Chase Bank        |  | $                      | 111,464,000 |                                  |  |  | 35.90 | %
|14201 Dallas Parkway        |  |                        |             |                                  |  |  |       |  
|Dallas, TX 75254            |  |                        |             |                                  |  |  |       |  
|Deutsche Bank Trust Company |  | $                      | 44,000,000  |                                  |  |  | 14.17 | %
|Americas                    |  |                        |             |                                  |  |  |       |  
|648 Grassmere Park Road     |  |                        |             |                                  |  |  |       |  
|Nashville, TN 37211         |  |                        |             |                                  |  |  |       |  

4



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|                                     |  |                        |            |                                  |  |  |       |  
|------------------------------------ |  | ---------------------- | ---------- | -------------------------------- |  |  | ----- | -
|Name and Address                     |  | Principal Amount Owned |            | Percentage of Outstanding Amount
|                                     |  |                        |            |                                 
|Merrill Lynch, Pierce Fenner & Smith |  | $                      | 40,000,000 |                                  |  |  | 12.88 | %
|Safekeeping                          |  |                        |            |                                  |  |  |       |  
|4 Corporate Place                    |  |                        |            |                                  |  |  |       |  
|Piscataway, NJ 08854                 |  |                        |            |                                  |  |  |       |  
|The Northern Trust Company           |  | $                      | 52,650,000 |                                  |  |  | 16.96 | %
|801 S. Canal C-IN                    |  |                        |            |                                  |  |  |       |  
|Chicago, IL 60607                    |  |                        |            |                                  |  |  |       |  

Class X

|                            |  |                        |             |                                  |  |  |        |  
|--------------------------- |  | ---------------------- | ----------- | -------------------------------- |  |  | ------ | -
|Name and Address            |  | Principal Amount Owned |             | Percentage of Outstanding Amount
|                            |  |                        |             |                                 
|Deutsche Bank Trust Company |  | $                      | 380,009,447 |                                  |  |  | 100.00 | %
|Americas                    |  |                        |             |                                  |  |  |        |  
|648 Grassmere Park Road     |  |                        |             |                                  |  |  |        |  
|Nashville, TN 37211         |  |                        |             |                                  |  |  |        |  

Class B-1

|                                 |  |                        |           |                                  |  |  |       |  
|-------------------------------- |  | ---------------------- | --------- | -------------------------------- |  |  | ----- | -
|Name and Address                 |  | Principal Amount Owned |           | Percentage of Outstanding Amount
|                                 |  |                        |           |                                 
|Wells Fargo Bank Minnesota, N.A. |  | $                      | 3,750,000 |                                  |  |  | 98.71 | %
|c/o ADP Proxy Services           |  |                        |           |                                  |  |  |       |  
|51 Mercedes Way                  |  |                        |           |                                  |  |  |       |  
|Edgewood, NY 11717               |  |                        |           |                                  |  |  |       |  

Class B-2

|                                 |  |                        |           |                                  |  |  |        |  
|-------------------------------- |  | ---------------------- | --------- | -------------------------------- |  |  | ------ | -
|Name and Address                 |  | Principal Amount Owned |           | Percentage of Outstanding Amount
|                                 |  |                        |           |                                 
|Wells Fargo Bank Minnesota, N.A. |  | $                      | 1,519,000 |                                  |  |  | 100.00 | %
|c/o ADP Proxy Services           |  |                        |           |                                  |  |  |        |  
|51 Mercedes Way                  |  |                        |           |                                  |  |  |        |  
|Edgewood, NY 11717               |  |                        |           |                                  |  |  |        |  

Class B-3

|                            |  |                        |           |                                  |  |  |        |  
|--------------------------- |  | ---------------------- | --------- | -------------------------------- |  |  | ------ | -
|Name and Address            |  | Principal Amount Owned |           | Percentage of Outstanding Amount
|                            |  |                        |           |                                 
|Deutsche Bank Trust Company |  | $                      | 2,279,000 |                                  |  |  | 100.00 | %
|Americas                    |  |                        |           |                                  |  |  |        |  
|648 Grassmere Park Road     |  |                        |           |                                  |  |  |        |  
|Nashville, TN 37211         |  |                        |           |                                  |  |  |        |  




ITEM 13    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

5



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PART IV




ITEM 14  CONTROLS AND PROCEDURES

Not Applicable.




ITEM 15    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

| |  |     |  |                                                           |  |                               
| |  | --- |  | --------------------------------------------------------- |  | ------------------------------
| |  | (a) |  | The following documents are filed as part of this report:
| |  |     |  |                                                           |  |                               
| |  |     |  | 1.                                                        |  | Financial Statements:         
| |  |     |  |                                                           |  |                               
| |  |     |  |                                                           |  | Not applicable.               
| |  |     |  |                                                           |  |                               
| |  |     |  | 2.                                                        |  | Financial Statement Schedules:
| |  |     |  |                                                           |  |                               
| |  |     |  |                                                           |  | Not applicable.               
| |  |     |  |                                                           |  |                               
| |  |     |  | 3.                                                        |  | Exhibits:                     

|            |  |                                                                                                                                                             
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                 
|            |  |                                                                                                                                                             
|99.1        |  | Statement of Compliance of the Servicer pursuant to Section 3.20 of
the Pooling and Servicing Agreement.                                                    
|            |  |                                                                                                                                                             
|99.2        |  | Independent Accountants Report with respect to the Servicers
overall servicing operations pursuant to Section 3.21 of the Pooling
and Servicing Agreement.

| |  |     |  |                                                                                        
| |  | --- |  | ---------------------------------------------------------------------------------------
| |  | (b) |  | Reports on Form 8-K field during the last quarter of the period
covered by this report.

|                            |  |                                                
|--------------------------- |  | -----------------------------------------------
|DATE OF REPORTS ON FORM
8-K |  | ITEMS REPORTED/FINANCIAL STATEMENTS FILED      
|                            |  |                                                
|December 31, 2002           |  | Trustees Monthly Report for the Monthly Period

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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.

| |  |                                    |  |                                                                                                                                                                                                  |  | 
| |  | ---------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
| |  | GREENWICH CAPITAL ACCEPTANCE, INC. |  |                                                                                                                                                                                                 
| |  |                                    |  |                                                                                                                                                                                                  |  | 
| |  | By:                                |  | FIRST REPUBLIC BANK,
Not in its individual capacity but solely as
Mortgage Loan Servicer, pursuant to
limited power of attorney under the
Pooling and Servicing Agreement dated
November 1, 2002 |  | 
| |  |                                    |  |                                                                                                                                                                                                  |  | 
| |  | By:                                |  | /s/ Cathy Myers                                                                                                                                                                                  |  | 
| |  |                                    |  |                                                                                                                                                                                                 
| |  | Name:                              |  | Cathy Myers                                                                                                                                                                                      |  | 
| |  | Title:                             |  | Senior Vice President                                                                                                                                                                            |  | 

Date: April 3, 2003.

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CERTIFICATION

I, Cathy Myers, Senior Vice President of First Republic Bank, a Nevada
corporation, hereby certify that:

1.     I have reviewed this amended annual report on Form 10-K/A, and all
reports on Form 8-K containing distribution or servicing reports filed in
respect of the Certificates for periods included in the year covered by this
annual report, of Greenwich Capital Acceptance, Inc.;

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 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 agreement, and except as disclosed in
the reports, the servicer has fulfilled its obligations under the pooling and
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 Attestation Program for Mortgage Bankers or
similar procedure, as set forth in the pooling and servicing 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: Wells Fargo
Bank Minnesota, National Association, as Trustee.

Date: April 3, 2003

/s/ Cathy Myers
Signature
Name: Cathy Myers
Title: Senior Vice President

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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.

No annual report, proxy statement, proxy materials or otherwise were sent
to Certificateholders.




INDEX TO EXHIBITS
Item 14(C)

|            |  |                                                                                                                                                             
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                 
|            |  |                                                                                                                                                             
|99.1        |  | Statement of Compliance of the Servicer pursuant to Section 3.20 of the Pooling and Servicing Agreement.                                                    
|            |  |                                                                                                                                                             
|99.2        |  | Independent Accountants Report with respect to the Servicers overall
servicing operations pursuant to Section 3.21 of the Pooling and Servicing
Agreement.

9