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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, 1998 or

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


Commission File No.: 333-64775

Mortgage Lenders Network
Asset Backed Certificates
Series 1998-3 Trust
(Exact name of registrant as specified in its charter)



New York PENDING
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)

c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
(Address of principal executive offices) (ZIP Code)


Registrant's telephone number, including area code:
(410) 884-2000

Securities to be registered pursuant to Section 12(b)
of the Act:

NONE

Securities to be 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 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


State the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the 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 a specified
date within 60 days prior to the date of filing. (See
definition of affiliate in Rule 12b-2 of the Exchange Act.)

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


Part I

Item 1. Business.

Omitted

Item 2. Properties.

See Item 14(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 trusts created under the
Pooling and Servicing Agreement (the Trusts), the
Trustee, the Servicer or the registrant with respect to
the Trusts 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.

As of December 31, 1998, the number of holders of
the publicly offered Certificates was
1


Item 6. Selected Financial Data.

Omitted

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

Omitted

Item 8. Financial Statements and Supplementary Data.

See Item 14(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.



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.


PART IV

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

(a) Exhibits

(99.1) Annual Independent Accountants' Servicing
Reports concerning servicing activities for
the year ended December 31, 1998.

a) Mortgage Lenders Network USA

(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.

a) Mortgage Lenders Network USA

(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.

a) Mortgage Lenders Network USA

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

No distributions were made to Certificate
Holders during the fiscal year covered by
this report.

(b) No reports on Form 8-K have been filed during
the last quarter of the period covered by
this report.

(c) Not applicable.

(d) Omitted.

Such document (i) is not filed herewith since such document
was not received by the reporting person at least three business
days prior to the due date covered by this report: and (ii) will
be included in an amendment to this report on Form 10-K/A to be
filed within 30 days of the Reporting Person's receipt of such
document.

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:

Mortgage Lenders Network
Asset Backed Certificates
Series 1998-3 Trust

Signed: Norwest Bank Minnesota, N.A., as Manager

By: Sherri J. Sharps, Vice president
By: /s/ Sherri J. Sharps, Vice president

Dated: March 20, 1999



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.