SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-K

                   Annual Report Pursuant to Section 13 or 15(d)
                      of the Securities Exchange Act of 1934

                             For the fiscal year ended
                                 December 31, 1998

                        Commission file number:  333-24453

                        MELLON RESIDENTIAL FUNDING CORPORATION
          (as depositor under the Pooling and Servicing Agreement, dated
          as of May 1, 1998, which forms Mellon Residential Funding
          Corporation Mortgage Pass-Through Certificates, Series 1998-2.

          MELLON RESIDENTIAL FUNDING CORPORATION MORTGAGE PASS-THROUGH
                         CERTIFICATES, SERIES 1998-2
            (Exact name of Registrant as specified in its Charter)

           DELAWARE                                    23-2889067
           (State or other jurisdiction                (I.R.S. Employer
           incorporation or organization)              Identification Number)

           ONE MELLON BANK CENTER, ROOM 410
           PITTSBURGH, PENNSYLVANIA                    15258
           (Address of principal executive offices)    (Zip Code)

            Registrant's telephone number, including area code:
                               (412) 236-6559

          Securities registered pursuant to Section 12(b) of the Act:
                               NOT APPLICABLE.

          Securities registered pursuant to Section 12(g) of the Act:
                               NOT APPLICABLE.

     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 the Registrant's knowledge, in definitive proxy
     or information statements incorporated by reference in Part III of the
     Form 10-K or any amendment to this Form 10-K.  [  ].

     Aggregate market value of voting stock held by non-affiliates of the
     Registrant as of December 31, 1998:  NOT APPLICABLE.

     Number of shares of common stock outstanding as of December 31, 1998:
     NOT APPLICABLE.

     DOCUMENTS INCORPORATED BY REFERENCE

     Documents in Part I and Part IV incorporated herein by reference are as
     follows:

     Pooling and Servicing Agreement of Registrant dated as of May 1, 1998
     (hereby incorporated herein by reference as part of the Registrant's
     Current Report on Form 8-K as Exhibit 4.1, and filed with the Securities
     and Exchange Commission on May 29, 1998).

     Documents in Part II and Part IV incorporated herein by reference are as
     follows:


     Monthly Remittance Statement to the Certificateholders dated as of June
     25, 1998, and filed with the Securities and Exchange Commission on Form
     8-K on January 25, 1999.
 
     Monthly Remittance Statement to the Certificateholders dated as of July
     27, 1998, and filed with the Securities and Exchange Commission on Form
     8-K on January 25, 1999.

     Monthly Remittance Statement to the Certificateholders dated as of
     August 25, 1998, and filed with the Securities and Exchange Commission on
     Form 8-K on January 25, 1999.

     Monthly Remittance Statement to the Certificateholders dated as of
     September 25, 1998, and filed with the Securities and Exchange Commission
     on Form 8-K on January 25, 1999.

     Monthly Remittance Statement to the Certificateholders dated as of
     October 26, 1998, and filed with the Securities and Exchange Commission on
     Form 8-K on January 25, 1999.

     Monthly Remittance Statement to the Certificateholders dated as of
     November 25, 1998, and filed with the Securities and Exchange Commission
     on Form 8-K on January 25, 1999.

     Monthly Remittance Statement to the Certificateholders dated as of
     December 28, 1998, and filed with the Securities and Exchange Commission
     on Form 8-K on January 29, 1999.

     Monthly Remittance Statement to the Certificateholders dated as of
     January 25, 1999, and filed with the Securities and Exchange Commission on
     Form 8-K on January 29, 1999.


     PART I

     ITEM 1.  Business.


     The trust fund (the "Trust") created pursuant to a Pooling and Servicing
     Agreement dated as of May 1, 1998 (the "Pooling and Servicing Agreement")
     among Mellon Residential Funding Corporation, as Depositor (the
     "Depositor"), Mellon Mortgage Company, as a seller (a "Seller"), Bear
     Stearns Mortgage Capital Corporation, as a seller, (a "Seller"), Mellon
     Mortgage Company, as a master servicer (a "Master Servicer"), Norwest Bank
     Minnesota, National Association, as master servicer (a "Master Servicer"),
     and Bankers Trust Company of California, N.A., as trustee (the "Trustee").

     The Mortgage Pass-Through Certificates, Series 1998-2 (collectively, the
     "Certificates") will represent the entire beneficial interest in a trust
     fund (the "Trust Fund").  The Trust Fund will consist primarily of a pool
     (the "Mortgage Pool") of fixed-rate Mortgage Loans secured by first liens
     on one- to four-family residential properties.  Only the Class A-1, Class
     A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
     Class A-9, and Class A-10 (collectively, the "Offered Certificates") are
     offered hereby.

     Information with respect to the business of the Trust would not be
     meaningful because the only "business" of the Trust is the collection
     on the Mortgage Loans and distribution of payments on the Certificates to
     Certificateholders. This information is accurately summarized in the
     Monthly Reports to Certificateholders, which are filed on Form 8-K. 
     There is no additional relevant information to report in response to Item
     101 of Regulation S-K.

     ITEM 2.  Properties.

     The Depositor owns no property.  The Mellon Residential Funding
     Corporation Mortgage Pass-Through Certificates, Series 1998-2, in the
     aggregate, represent the beneficial ownership in a Trust consisting
     primarily of the Mortgage Loans.  The Trust will acquire title to real
     estate only upon default of the mortgagors under the Mortgage Loan.
     Therefore, this item is inapplicable.

     ITEM 3.  Legal Proceedings.

     None.

     ITEM 4.  Submission of Matters to a Vote of Security Holders.

     No matters were submitted to a vote of Certificateholders during the
     fiscal year covered by this report.


     PART II

     ITEM 5.  Market for Registrant's Common Equity and Related Stockholder
     Matters.

     The Mellon Residential Funding Corporation Mortgage Pass-Through
     Certificates, Series 1998-2 represents, in the aggregate, the
     beneficial ownership in a trust fund consisting primarily of the
     Mortgage Certificates.  The Certificates are owned by Certificateholders
     as trust beneficiaries.  Strictly speaking, Registrant has no "common
     equity," but for purposes of this Item only, the Registrant's Mortgage
     Pass-Through Certificates, Series 1998-2 are treated as "common equity."

     (a)  Market Information.  There is no established public trading market
     for Registrant's Certificates.  Registrant believes the Certificates are
     traded primarily in intra-dealer markets and non-centralized inter-dealer
     markets.

     (b)  Holders.  The number of registered holders of all classes of
     Certificates on December 31, 1998 was:  45.

     (c)  Dividends.  Not applicable.  The information regarding dividends
     required by sub-paragraph (c) of Item 201 of Regulation S-K is
     inapplicable because the Trust does not pay dividends.  However,
     information as to distribution to Certificateholders is provided in the
     Monthly Reports to Certificateholders for each month of the fiscal year
     in which a distribution to Certificateholders was made.

     ITEM 6.  Selected Financial Data.

     Not Applicable.  Because of the limited activities of the Trust, the
     Selected Financial Data required by Item 301 of Regulation S-K does not
     add relevant information to that provided by the Monthly Reports to
     Certificateholders, which are filed on a monthly basis on Form 8-K.

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

     Not Applicable.  The information required by Item 303 of Regulation S-K
     is inapplicable because the Trust does not have management per se, but
     rather the Trust has a Trustee who causes the preparation of the Monthly
     Reports to Certificateholders. The information provided by the Monthly
     Reports to Certificateholders, which are filed on a monthly basis on
     Form 8-K, does provide the relevant financial information regarding the
     financial status of the Trust.

     ITEM 8.  Financial Statements and Supplementary Data.

     Monthly Remittance Statement to the Certificateholders dated as of June
     25, 1998.

     Monthly Remittance Statement to the Certificateholders dated as of July
     27, 1998.

     Monthly Remittance Statement to the Certificateholders dated as of
     August 25, 1998.

     Monthly Remittance Statement to the Certificateholders dated as of
     September 25, 1998.

     Monthly Remittance Statement to the Certificateholders dated as of
     October 26, 1998.

     Monthly Remittance Statement to the Certificateholders dated as of
     November 25, 1998.

     Monthly Remittance Statement to the Certificateholders dated as of
     December 28, 1998.

     Monthly Remittance Statement to the Certificateholders dated as of
     January 25, 1999.

     Annual Statement of Compliance by the Master Servicer is not currently
     available and will be subsequently filed on Form 8.

     Independent Accountant's Report on Servicer's will be subsequently filed
     on Form 8.

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

     None.


     PART III

     ITEM 10.  Directors and Executive Officers of Registrant.

     Not Applicable.  The Trust does not have officers or directors.
     Therefore, the information required by items 401 and 405 of Regulation
     S-K are inapplicable.

     ITEM 11.  Executive Compensation.

     Not Applicable.  The Trust does not have officers or directors to whom
     compensation needs to be paid.  Therefore, the information required by
     item 402 of regulation S-K is inapplicable.

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

     (a)  Security ownership of certain beneficial owners.  Under the Pooling
     and Servicing Agreement governing the Trust, the holders of the
     Certificates generally do not have the right to vote and are prohibited
     from taking part in management of the Trust.  For purposes of this Item
     and Item 13 only, however, the Certificateholders are treated as "voting
     security" holders.

     As of December 31, 1998, the following are the only persons known to the
     Registrant to be the beneficial owners of more than 5% of any class of
     voting securities:


	Bankers Trust Company
	John Lasher
	c/o BT Services Tennessee, Inc.
	648 Grassmere Park Drive
	Nashville, TN  37211
	Series 1998-2
	Class A-1
	$1,000,000.00 (Original Principal Balance)
	5.0% (Percentage of Class)

	Boston Safe Deposit and Trust Company
	Constance Holloway
	c/o Mellon Bank Center, Room 153-3015
	Pittsburgh, PA  15259
	Series 1998-2
	Class A-1
	$8,000,000.00 (Original Principal Balance)
	42.0% (Percentage of Class)

	Chase Manhattan Bank Trust Co. of California
	Lucia Mora
	4 New York Plaza
	Proxy Department, 13th Floor
	New York, NY  10004
	Series 1998-2
	Class A-1
	$1,000,000.00 (Original Principal Balance)
	5.0% (Percentage of Class)

	Norwest Bank Minnesota, National Association
	John Kemper
	733 Marquette Avenue
	Minneapolis, MN  55479-0056
	Series 1998-2
	Class A-1
	$1,000,000.00 (Original Principal Balance)
	5.0% (Percentage of Class)

	State Street Bank and Trust Company
	Joseph J. Callahan
	Global Corp. Action Dept. JAB5W
	P.P. Box 1631
	Boston, MA  02105-1631
	Series 1998-2
	Class A-1
	$8,292,000.00 (Original Principal Balance)
	43.0% (Percentage of Class)

	Boston Safe Deposit and Trust Company
	Constance Holloway
	c/o Mellon Bank Center, Room 153-3015
	Pittsburgh, PA  15259
	Series 1998-2
	Class A-2
	$10,600,000.00 (Original Principal Balance)
	67.0% (Percentage of Class)

	Chase Manhattan Bank Trust Co. of California
	Lucia Mora
	4 New York Plaza
	Proxy Department, 13th Floor
	New York, NY  10004
	Series 1998-2
	Class A-2
	$2,000,000.00 (Original Principal Balance)
	13.0% (Percentage of Class)

	Norwest Bank Minnesota, National Association
	John Kemper
	733 Marquette Avenue
	Minneapolis, MN  55479-0056
	Series 1998-2
	Class A-2
	$1,000,000.00 (Original Principal Balance)
	6.0% (Percentage of Class)

	State Street Bank and Trust Company
	Joseph J. Callahan
	Global Corp. Action Dept. JAB5W
	P.P. Box 1631
	Boston, MA  02105-1631
	Series 1998-2
	Class A-2
	$2,146,310.00 (Original Principal Balance)
	14.0% (Percentage of Class)

	Bankers Trust Company
	John Lasher
	c/o BT Services Tennessee, Inc.
	648 Grassmere Park Drive
	Nashville, TN  37211
	Series 1998-2
	Class A-3
	$11,274,000.00 (Original Principal Balance)
	34.0% (Percentage of Class)

	Boston Safe Deposit and Trust Company
	Constance Holloway
	c/o Mellon Bank Center, Room 153-3015
	Pittsburgh, PA  15259
	Series 1998-2
	Class A-3
	$6,206,000.00 (Original Principal Balance)
	19.0% (Percentage of Class)

	National City Bankers
	John Badock
	1900 East 9th Street
	Cleveland, OH  44114
	Series 1998-2
	Class A-3
	$2,000,000.00 (Original Principal Balance)
	6.0% (Percentage of Class)

	The Northern Trust Company
	Jarvis A. McKee
	801 S. Canal C-IN
	Chicago, IL  60607
	Series 1998-2
	Class A-3
	$13,230,000.00 (Original Principal Balance)
	40.0% (Percentage of Class)

	Bankers Trust Company
	John Lasher
	c/o BT Services Tennessee, Inc.
	648 Grassmere Park Drive
	Nashville, TN  37211
	Series 1998-2
	Class A-4
	$5,123,000.00 (Original Principal Balance)
	18.0% (Percentage of Class)

	Investors Fiduciary Trust Company/SSB
	Joseph J. Callahan
	Global Corp. Action Dept. JAB5W
	P.O. Box 1631
	Boston, MA  02105-1631
	Series 1998-2
	Class A-4
	$22,000,000.00 (Original Principal Balance)
	76.0% (Percentage of Class)

	The Northern Trust Company
	Jarvis A. McKee
	801 S. Canal C-IN
	Chicago, IL  60607
	Series 1998-2
	Class A-4
	$1,926,000.00 (Original Principal Balance)
	7.0% (Percentage of Class)

	Boston Safe Deposit and Trust Company
	Constance Holloway
	c/o Mellon Bank Center, Room 153-3015
	Pittsburgh, PA  15259
	Series 1998-2
	Class A-5
	$14,000,000.00 (Original Principal Balance)
	64.0% (Percentage of Class)

	Investors Fiduciary Trust Company/SSB
	Joseph J. Callahan
	Global Corp. Action Dept. JAB5W
	P.O. Box 1631
	Boston, MA  02105-1631
	Series 1998-2
	Class A-5
	$2,661,000.00 (Original Principal Balance)
	12.0% (Percentage of Class)

	The Northern Trust Company
	Jarvis A. McKee
	801 S. Canal C-IN
	Chicago, IL  60607
	Series 1998-2
	Class A-5
	$1,250,000.00 (Original Principal Balance)
	6.0% (Percentage of Class)

	State Street Bank and Trust Company
	Joseph J. Callahan
	Global Corp. Action Dept. JAB5W
	P.P. Box 1631
	Boston, MA  02105-1631
	Series 1998-2
	Class A-5
	$3,104,000.00 (Original Principal Balance)
	14.0% (Percentage of Class)

	The Northern Trust Company
	Jarvis A. McKee
	801 S. Canal C-IN
	Chicago, IL  60607
	Series 1998-2
	Class A-6
	$1,000,000.00 (Original Principal Balance)
	10.0% (Percentage of Class)

	State Street Bank and Trust Company
	Joseph J. Callahan
	Global Corp. Action Dept. JAB5W
	P.P. Box 1631
	Boston, MA  02105-1631
	Series 1998-2
	Class A-6
	$9,301,000.00 (Original Principal Balance)
	90.0% (Percentage of Class)

	Citibank, N.A.
	Marta Hoosain
	P.O. Box 30576
	Tampa, FL  33630-3576
	Series 1998-2
	Class A-6
	$25,092,920.00 (Original Principal Balance)
	100% (Percentage of Class)

	The Bank of New York
	Cecile Lamarco
	925 Patterson Plank Rd.
	Secaucus, NJ  07094
	Series 1998-2
	Class A-8
	$52,000,000.00 (Original Principal Balance)
	100% (Percentage of Class)

	State Street Bank and Trust Company
	Joseph J. Callahan
	Global Corp. Action Dept. JAB5W
	P.P. Box 1631
	Boston, MA  02105-1631
	Series 1998-2
	Class A-9
	$4,083,195.00 (Original Principal Balance)
	100% (Percentage of Class)

	The Bank of New York
	Cecile Lamarco
	925 Patterson Plank Rd.
	Secaucus, NJ  07094
	Series 1998-2
	Class A-10
	$23,002,575.00 (Original Principal Balance)
	20.0% (Percentage of Class)

	Bankers Trust Company
	John Lasher
	c/o BT Services Tennessee, Inc.
	648 Grassmere Park Drive
	Nashville, TN  37211
	Series 1998-2
	Class A-10
	$91,000,000.00 (Original Principal Balance)
	80.0% (Percentage of Class)

	Bankers Trust Company
	John Lasher
	c/o BT Services Tennessee, Inc.
	648 Grassmere Park Drive
	Nashville, TN  37211
	Series 1998-2
	Class A-14
	$19,320,389.00 (Original Principal Balance)
	42.0% (Percentage of Class)

	Boston Safe Deposit and Trust Company
	Constance Holloway
	c/o Mellon Bank Center, Room 153-3015
	Pittsburgh, PA  15259
	Series 1998-2
	Class A-14
	$3,000,000.00 (Original Principal Balance)
	6.0% (Percentage of Class)

	Wells Fargo Bank, National Association
	Joel Gallant
	26610 West Agoura Road
	Calabasas, CA  91307
	Series 1998-2
	Class A-14
	$24,505,478.00 (Original Principal Balance)
	52.0% (Percentage of Class)

	Bear Stearns Securities Corp.
	1 Metrotech Center North
	Brooklyn, NY 11201
	Series 1998-2
	Class A-R
	$99.00
	99.0%

	Bear Stearns Securities Corp.
	Vincent Marzella
	One Metrotech Center North
	4th Floor
	Brooklyn, NY  11201-3862
	Series 1998-2
	Class PO-2
	$277,109.00 (Original Principal Balance)
	100% (Percentage of Class)

	Nomura Securities/Fixed Income
	Maylee Tai
	2 World Financial Center, Bldg. B
	New York, NY  10281-1198
	Series 1998-2
	Class X-1
	$475,469,201.00 (Original Principal Balance)
	100% (Percentage of Class)

	Bear Stearns Securities Corp.
	Vincent Marzella
	One Metrotech Center North
	4th Floor
	Brooklyn, NY  11201-3862
	Series 1998-2
	Class X-2
	$48,938,156.00 (Original Principal Balance)
	100% (Percentage of Class)

	Bankers Trust Company
	John Lasher
	c/o BT Services Tennessee, Inc.
	648 Grassmere Park Drive
	Nashville, TN  37211
	Series 1998-2
	Class B-1
	$4,500,00.00 (Original Principal Balance)
	55.0% (Percentage of Class)

	Bank One, Oklahoma, N.A.
	Helen Camey
	100 N. Broadway, 6th Floor
	Safekeeping
	Oklahoma City, OK  73102
	Series 1998-2
	Class B-1
	$500,000.00 (Original Principal Balance)
	6.0% (Percentage of Class)

	Chase Manhattan Bank
	Orma Trim, Supervisor
	4 New York Plaza
	13th Floor
	New York, NY  10004
	Series 1998-2
	Class B-1
	$3,128,134.00 (Original Principal Balance)
	40.0% (Percentage of Class)

	Bank One Trust Company, N.A.
	Corp. Reorg. Proxy Specialist
	235 W. Schrock Road
	Brooksedge Village
	Westerville, OH  43081
	Series 1998-2
	Class B-2
	$500,000.00 (Original Principal Balance)
	10.0% (Percentage of Class)

	First National Bank of Omaha
	Charleen Winans
	One First National Center
	Omaha, NE  68102
	Series 1998-2
	Class B-2
	$2,000,000.00 (Original Principal Balance)
	38.0% (Percentage of Class)

	Norwest Bank Minnesota, National Association
	John Kemper
	733 Marquette Avenue
	Minneapolis, MN  55479-0056
	Series 1998-2
	Class B-2
	$1,244,073.00 (Original Principal Balance)
	24.0% (Percentage of Class)

	The Northern Trust Company
	Jarvis A. McKee
	801 S. Canal C-IN
	Chicago, IL  60607
	Series 1998-2
	Class B-2
	$1,500,000.00 (Original Principal Balance)
	29.0% (Percentage of Class)

	Bear Stearns Securities Corp.
	Vincent Marzella
	One Metrotech Center North
	4th Floor
	Brooklyn, NY  11201-3862
	Series 1998-2
	Class B-3
	$2,097,629.00 (Original Principal Balance)
	100% (Percentage of Class)


     (b)  Security ownership of management.  Not Applicable.  The Trust does
     not have any officers or directors.  Therefore, the information required
     by Item 403 of Regulation S-K is inapplicable.

     (c)  Changes in control.  Not Applicable.  Since Certificateholders do not
     possess, directly or indirectly, the power to direct or cause the
     direction of the management and policies of the Trust, other than in
     respect to certain required consents regarding any amendments to the
     Pooling and Servicing Agreement, the information requested with respect to
     item 403 of Regulation S-K is inapplicable.

     ITEM 13.  Certain Relationships and Related Transactions.

     (a)  Transactions with management and others.  Registrant knows of no
     transaction or series of transactions during the fiscal year ended
     December 31, 1998, or any currently proposed transaction or series of
     transactions, in an amount exceeding $60,000 involving the Registrant in
     which the Certificateholders identified in Item 12(a) had or will have a
     direct or indirect material interest.  There are no persons of the types
     described in Item 404(a)(1),(2) and (4) of Regulation S-K, however, the
     information required by Item 404(a)(3) of Regulation S-K is hereby
     incorporated by reference in Item 12 herein.

     (b)  Certain business relationships.  None.

     (c)  Indebtedness of management. Not Applicable.  The Trust does not have
     management consisting of any officers or directors.  Therefore, the
     information required by item 404 of Regulation S-K is inapplicable.

     (d)  Transactions with promoters.  Not Applicable.  The Trust does not use
     promoters.  Therefore, the information required by item 404 of Regulation
     S-K is inapplicable.


     PART IV

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

     (a)  The following is a list of documents filed as part of this report:

     EXHIBITS

     Monthly Remittance Statement to the Certificateholders dated as of June
     25, 1998, and filed with the Securities and Exchange Commission on Form
     8-K on January 25, 1999.
 
     Monthly Remittance Statement to the Certificateholders dated as of July
     27, 1998, and filed with the Securities and Exchange Commission on Form
     8-K on January 25, 1999.

     Monthly Remittance Statement to the Certificateholders dated as of
     August 25, 1998, and filed with the Securities and Exchange Commission on
     Form 8-K on January 25, 1999.

     Monthly Remittance Statement to the Certificateholders dated as of
     September 25, 1998, and filed with the Securities and Exchange Commission
     on Form 8-K on January 25, 1999.

     Monthly Remittance Statement to the Certificateholders dated as of
     October 26, 1998, and filed with the Securities and Exchange Commission on
     Form 8-K on January 25, 1999.

     Monthly Remittance Statement to the Certificateholders dated as of
     November 25, 1998, and filed with the Securities and Exchange Commission
     on Form 8-K on January 25, 1999.

     Monthly Remittance Statement to the Certificateholders dated as of
     December 28, 1998, and filed with the Securities and Exchange Commission
     on Form 8-K on January 29, 1999.

     Monthly Remittance Statement to the Certificateholders dated as of
     January 25, 1999, and filed with the Securities and Exchange Commission on
     Form 8-K on January 29, 1999.

     Annual Statement of Compliance by the Master Servicer is not currently
     available and will be subsequently filed on Form 8.

     Independent Accountant's Report on Servicer's servicing activities is not
     currently available and will be subsequently filed on Form 8.

     (b)  The following Reports on Form 8-K were filed during the last quarter
     of the period covered by this Report:

     Monthly Remittance Statement to the Certificateholders dated as of
     January 25, 1999, and filed with the Securities and Exchange Commission on
     Form 8-K on January 29, 1999.

     (c)  The exhibits required to be filed by Registrant pursuant to Item 601
     of Regulation S-K are listed above and in the Exhibit Index that
     immediately follows the signature page hereof.

     (d)  Not Applicable.  The Trust does not have any subsidiaries or
     affiliates.  Therefore, no financial statements are filed with respect to
     subsidiaries or affiliates.

     Supplemental information to be furnished with reports filed pursuant to
     Section 15(d) by registrants which have not registered securities pursuant
     to Section 12 of the Act.

     No annual report, proxy statement, form of proxy or other soliciting
     material has been sent to Certificateholders, and the Registrant does
     not contemplate sending any such materials subsequent to the filing of
     this report.


                                     SIGNATURE

          Pursuant to the requirements of Section 13 or 15(d) of the
          Securities Exchange Act of 1934, the Registrant has duly caused
          this report to be signed on its behalf by the undersigned,
          thereunto duly authorized.

                             By:  Bankers Trust Company of California, N.A.
                                  not in its individual capacity but solely
                                  as a duly authorized agent of the
                                  Registrant pursuant to the Pooling and
                                  Servicing Agreement, dated as of May 1,
                                  1998.


                                  By:  /s/Judy L. Gomez
                                  Judy L. Gomez
                                  Assistant Vice President

     Date:  March 17, 1999


     EXHIBIT INDEX

     Exhibit Document

     1.1     Monthly Remittance Statement to the Certificateholders dated as of
             June 25, 1998, and filed with the Securities and Exchange
             Commission on Form 8-K on January 25, 1999.

     1.2     Monthly Remittance Statement to the Certificateholders dated as of
             July 27, 1998, and filed with the Securities and Exchange
             Commission on Form 8-K on January 25, 1999.

     1.3     Monthly Remittance Statement to the Certificateholders dated as of
             August 25, 1998, and filed with the Securitiees and Exchange
             Commission on Form 8-K on January 25, 1999.

     1.4     Monthly Remittance Statement to the Certificateholders dated as of
             September 25, 1998, and filed with the Securities and Exchange
             Commission on Form 8-K on January 25, 1999.

     1.5     Monthly Remittance Statement to the Certificateholders dated as of
             October 26, 1998, and filed with the Securities and Exchange
             Commission on Form 8-K on January 25, 1999.

     1.6     Monthly Remittance Statement to the Certificateholders dated as of
             November 25, 1998 and filed with the Securities and Exchange
             Commission on Form 8-K on January 25, 1999.

     1.7     Monthly Remittance Statement to the Certificateholders dated as of
             December 28, 1998, and filed with the Securities and Exchange
             Commission on Form 8-K on January 29, 1999.

     1.8     Monthly Remittance Statement to the Certificateholders dated as of
             January 25, 1999, and filed with the Securities and Exchange
             Commission on Form 8-K on January 29, 1999.

     1.9     The Pooling and Servicing Agreement of the Registrant dated as of
             May 1, 1998 (hereby incorporated herein by reference and filed
             as part of the Registrant's Current Report on Form 8-K as Exhibit
             4.1, and filed with the Securities and Exchange Commission on
             May 29, 1998).