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UNITED STATES
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, 1996

Commission File Numbers 33-95932 and 33-38733


RESIDENTIAL ACCREDIT LOANS, INC.


State of Incorporation: Delaware
I.R.S. Employer Identification Number: 51-0362653

8400 Normandale Lake Blvd, Suite 600
Minneapolis, Minnesota 55437
Telephone (612) 832-7000



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 ______.












RESIDENTIAL ACCREDIT LOANS, INC.

TABLE OF CONTENTS


Page #
PART I

Item 1. Business. . . . . . . . . . . . . . . . . . . . . . .2
Item 2. Properties. . . . . . . . . . . . . . . . . . . . . .2
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . .2
Item 4. Submission of Matters to a Vote of Security
Holders . . . . . . . . . . . . . . . . . . . . . . .2


PART II

Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters . . . . . . . . . . . . .2
Item 6. Selected Financial Data . . . . . . . . . . . . . . .2
Item 7. Management's Discussion & Analysis of Financial
Condition and Results of Operations . . . . . . . . .2
Item 8. Financial Statements & Supplementary Financial
Data . . . . . . . . . . . . . . . . . . . . . . . .3
Item 9. Changes in and Disagreements with Accountants
on Accounting & Financial Disclosure. . . . . . . . .3

PART III

Item 10. Directors and Executive Officers of the
Registrant . . . . . . . . . . . . . . . . . . . . .3
Item 11. Executive Compensation. . . . . . . . . . . . . . . .3
Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . . . . .3
Item 13. Certain Relationships and Related Transactions. . . .3


PART IV

Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K . . . . . . . . . . . . . . . . .4
SIGNATURES . . . . . . . . . . . . . . . . . . . . .5
EXHIBITS. . . . . . . . . . . . . . . . . . . . . . .6












PART I


Item 1. Business

Information not provided pursuant to Exemptive Order.

Item 2. Properties

Pursuant to the Exemptive Order the Master Servicer's Annual Statement as to
Compliance, dated March 31, 1997 are filed as Exhibit 1 under Item 14(a)
hereof.

Item 3. Legal Proceedings

There are no material pending legal proceedings related to any series of
Certificates that involve the Trustee, Custodian, the Master Servicer or the
Registrant with respect to any such series.


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

Information not provided pursuant to Exemptive Order.


PART II

Item 5. Market for the Registrant's Common Equity and Related
Matters

(a) There is no established public trading market for the
Certificates.

(b) At December 31, 1996, the number of holders of record of each
outstanding series of Certificates is listed in Exhibit 3 under
Item 14(a) hereof.







(c) Not applicable.


Item 6. Selected Financial Data

Information not provided pursuant to Exemptive Order.


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

Information not provided pursuant to Exemptive Order.

Item 8. Financial Statements & Supplementary Financial Data

See the Master Servicer's Annual Statement of Compliance that is filed as
Exhibit 1 under Item 14(a) hereof; see also report dated January 24, 1997
prepared by the Master Servicer's independent accountant, concerning the
Master Servicer's servicing activities that is filed as Exhibit 2 under Item
14(a) hereof.

Item 9. Disagreements on Accounting and Financial Disclosure

Not Applicable.


PART III

Item 10. Directors and Executive Officers of the Registrant

Information not provided pursuant to Exemptive Order.


Item 11. Executive Compensation

Information not provided pursuant to Exemptive Order.


Item 12. Security Ownership of Certain Beneficial Owners and
Management

(a) Each holder of record of more than five percent (5%) of the
fractional undivided interest in a Mortgage Pool evidenced by a
series of Certificates, outstanding at






December 31, 1996 is listed in Exhibit 4 under Item 14(a) hereof.

(b) Not applicable

(c) Not applicable.

Item 13. Certain Relationships and Related Transactions

Information not provided pursuant to Exemptive Order.




PART IV

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

(a) EXHIBIT #

Officers' Annual Compliance Statements: . . . . . . . . .1
Residential Funding Corporation

Residential Funding Corporation Independent Auditors'
Report on the Uniform Single Audit Program for
Mortgage Bankers. . . . . . . . . . . . . . . . . . . . .2

Part II, Item 5(b). . . . . . . . . . . . . . . . . . . .3

Part III, Item 12(a). . . . . . . . . . . . . . . . . . .4

(b) See Item 2.

(c) Not applicable.

(d) Not applicable. No annual report or proxy material has
been sent to security holders.
























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, thereto duly authorized, on this 31st day
of March, 1997.

RESIDENTIAL ACCREDIT LOANS, INC.


BY: s/Bruce J. Paradis

Bruce J. Paradis
President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been executed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


s/Christopher J. Nordeen

Christopher J. Nordeen
President
March 31, 1997


s/Dennis W. Sheehan

Dennis W Sheehan
Assistant Treasurer
March 31, 1997








s/Davee Olson

Davee L. Olson
Executive Vice President,
Chief Financial Officer
March 31, 1997



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, thereto duly authorized, on this 31st day
of March, 1997.

RESIDENTIAL ACCREDIT LOANS, INC.

BY:

Christopher J. Nordeen
President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been executed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.




Christopher J. Nordeen
President
March 31, 1997




Dennis W Sheehan
Assistant Treasurer,
March 31, 1997










Davee L. Olson
Executive Vice President,
Chief Financial Officer
March 31, 1997