Ex-99.3 a)

April 13, 1999


Ms. Frances Okougbo
Norwest Bank
11000 Broken Land Parkway
Columbia, MD 21044


Dear Ms. Okougbo:

         RE:     Servicing Agreement Compliance and Annual Officer Certification
                 Bear Stearns 1998-5

PLEASE BE ADVISED THAT PURSUANT TO OUR SERVICING DEPARTMENT CONCURRENCE, THE
FOLLOWING AREAS HAVE BEEN CERTIFIED FOR THE CALENDAR YEAR OF 1998.

o        All taxes and rents and special, assessments that may become a line
upon the property and which became due in the last calendar year has been paid.
This also includes verifications of payment with taxing authorities for
non-impound accounts.

o        All insurance premiums for flood or other casualty insurance; and FHA
premiums or Private Mortgage Insurance premiums on conventional loans have been
paid, and all policies as required are in full force.

o        Inspections have been made monthly on all delinquent, foreclosed or
otherwise vacant properties and any other property we have reason to believe
requires an inspection.

o        Analysis has been made to ensure sufficient monies are being collected
in escrow for the current year.

o        All information returns have been provided to the Internal Revenue
Service as required an activity relating to Mortgage's serviced during the last
calendar year.

o        A "Year 2000" plan has been adopted to meet the business-wide risks
posed by the millennium date change.

o        All interest and/or monthly payment adjustments for ARMS and GPM loans
have been made in accordance with the mortgage terms. Timely and proper notice
of such changes was provided to the mortgagors.

o        Blanket Bond and Errors & Omission policies are in full force.

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                          ANNUAL OFFICER CERTIFICATION
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To the best of my knowledge and upon reasonable investigation, the servicing of
the Mortgage Loans during the preceding year has been conducted in compliance
with all other provisions of the Servicing Agreement(s). Any exceptions to this
certification will be on an attachment along with explanations concerning their
completion. If no attachment is sent, it should be considered that
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there are not exceptions.
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By: /s/  Allene Cahill
    ---------------------------------------
         Allene Cahill, Operations Manager


<PAGE>


Ex-99.3 b)

                              OFFICER'S CERTIFICATE
                MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1998-5

Pursuant to Section 1998-5 of the Pooling and Servicing Agreement dated April 1,
1998, between Bear Stearns Mortgage Securities Inc. Seller and Norwest Bank
Minnesota, National Association, Trustee Chase Manhattan Mortgage Corporation
hereby provides the following Officer's Certificate:

                           i) a review of the activities of the Servicer during
the preceding calendar year and of its performance
under this Agreement has been made under such officers' supervision.

                           ii) to the best of such officers' knowledge, based on
such review, the Servicer has fulfilled all its obligations under this Agreement
throughout such year or, if there has been a default in the fulfillment of any
such obligation, specifying each such default know to such officer and the
nature and status thereof.

/s/ Lucy P. Gambino                              /s/ Susan Christman
--------------------------                       ------------------------------
Lucy P. Gambino                                  Susan Christman
Vice President                                   Assistant Treasurer

April 14, 1999