8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event

Reported):  April 6, 2004


MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. (as depositor under the Pooling and Servicing Agreement, relating to the MASTR Alternative Loan Trust 2004-2 Mortgage Pass-Through Certificates, Series 2004-2)

MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware	333-106982	06-1204982
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1285 Avenue of the Americas                      New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (212) 713-2000

Item 5.

Other Events.

This Current Report on Form 8-K/A is being filed to amend and supplement the Current Report on Form 8-K originally dated March 11, 2004, in connection with the issuance of MALT Mortgage Pass-Through Certificates, Series 2004-2, in order to correct certain errors contained in Exhibit 99.1 to such Form 8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Exhibits:

99.1

Amendment No. 1 to the Pooling and Servicing Agreement dated as of February 1, 2004, by and among Master Asset Securitization Transactions, Inc., UBS Real Estate Securities Inc., Wells Fargo Bank, N.A., U.S. Bank National Association and Wachovia Bank, National Association.

Pursuant to the requirements 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 ASSET SECURITIZATION

TRANSACTIONS, INC.

By: /s/ Steve Warjanka                                  

Name:  Steve Warjanka

Title:    Associate Director

By: /s/ Glenn McIntyre                                 

Name:  Glenn McIntyre

Title:    Associate Director

Dated: April 6, 2004­

Exhibit Index

Exhibit

Page

99.1                Amendment No. 1 to the Pooling and Servicing Agreement dated as of

5

February 1, 2004, by and among Master Asset Securitization Transactions, Inc.,

UBS Real Estate Securities Inc., Wells Fargo Bank, N.A.,
U.S. Bank National Association and Wachovia Bank, National Association.

MCKEE NELSON LLP

5 Times Square, 35th Floor

New York, New York  10036

Telephone:  (917) 777-4200

Facsimile:  (917) 777-4299

April 6, 2004

BY MODEM

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:

Mortgage Asset Securitization Transactions, Inc.

MASTR Alternative Loan Trust 2004-2, Mortgage Pass-

Through Certificates, Series 2004-2 Form 8-K/A to

Current Report on Form 8-K                                          

Ladies and Gentlemen:

On behalf of Mortgage Asset Securitization Transactions, Inc. (the “Company”), we enclose herewith for filing, pursuant to the Securities and Exchange Act of 1934, as amended, the Company’s Current Report on Form 8-K/A, for filing of the Pooling and Servicing Agreement in connection with the above-referenced transaction.

This Current Report on Form 8-K/A is being filed to amend and supplement the Current Report on Form 8-K originally dated March 11, 2004, in connection with the issuance of MALT Mortgage Pass-Through Certificates, Series 2004-2, in order to correct certain errors contained in Exhibit 99.1 to such Form 8-K.

If you have any questions concerning the transmitted materials, please do not hesitate to contact the undersigned at (917) 777-4329.

Very truly yours,

/s/ Julian A.C. Stapleford

Julian A.C. Stapleford

Enclosure

EX-99

AMENDMENT NO. 1

Dated as of February 1, 2004

to

POOLING AND SERVICING AGREEMENT

Dated as of February 1, 2004

among

MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.,

Depositor

UBS REAL ESTATE SECURITIES INC.,
Transferor

WELLS FARGO BANK, N.A.,

Master Servicer and Custodian

U.S. BANK NATIONAL ASSOCIATION,

Custodian

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

Trustee

MASTR ALTERNATIVE LOAN TRUST 2004-2

MORTGAGE PASS THROUGH CERTIFICATES, Series 2004-2

THIS AMENDMENT NO. 1, dated as of February 1, 2004 (the “Amendment”), to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of February 1, 2004, among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., a Delaware corporation, as depositor (the “Depositor”), UBS REAL ESTATE SECURITIES INC., a Delaware corporation, as transferor (the “Transferor”), WELLS FARGO BANK, N.A., a national banking association (“Wells Fargo”), as master servicer (in such capacity, the “Master Servicer”) and as a custodian (in such capacity, a “Custodian”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), as a custodian (a “Custodian”) and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Tr ustee”).  

W I T N E S S E T H

WHEREAS, the Depositor, the Transferor, the Master Servicer, the Custodians and the Trustee entered into the Pooling and Servicing Agreement;

WHEREAS, Section 10.01 of the Pooling and Servicing Agreement permits amendments to the Pooling and Servicing Agreement to cure any error or ambiguity;

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE I

Defined Terms.

For purposes of this Amendment, unless the context clearly requires otherwise, all capitalized terms which are used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Pooling and Servicing Agreement.

ARTICLE II

Amendments to Schedule II.

1.

The following subparagraphs are added after subparagraph (xxxiv) as subparagraphs (xxxv) through (xl):

(xxxv)

There is no Group 6 Mortgage Loan in the Trust that was originated on or after October 1, 2002 and before March 7, 2003, which is secured by property located in the State of Georgia.  There is no Group 6 Mortgage Loan in the Trust that was originated on or after March 7, 2003, which is a “high cost home loan” as defined under the Georgia Fair Lending Act;

(xxxvi)

No Group 6 Mortgage Loan in the Trust is a “high cost home,” “covered” (excluding home loans defined as "covered home loans" pursuant to clause (1) of the definition of that term in the New Jersey Home Ownership Security Act of 2002), “high risk home” or “predatory” loan under any applicable state, federal or local law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees);

(xxxvii)

No proceeds from any Group 6 Mortgage Loan underlying the security were used to finance single-premium credit insurance policies;

(xxxviii)

No subprime  Group 6 Mortgage Loan originated on or after October 1, 2002 will impose a prepayment premium for a term in excess of three years.  Any Mortgage Loans originated prior to such date, and any non-subprime loans, will not impose prepayment penalties in excess of five years;

(xxxix)

The Servicer for each Group 6 Mortgage Loan has fully furnished, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis; and

(xl)

The original principal balance of each Group 6 Mortgage Loan is within Freddie Mac’s dollar amount limits for conforming one- to four-family Mortgage Loans.

ARTICLE III

Effect of Amendment.

Upon execution of this Amendment, the Pooling and Servicing Agreement shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the Depositor, the Transferor, the Master Servicer, the Custodians and the Trustee shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be deemed to be part of the terms and conditions of the Pooling and Servicing Agreement for any and all purposes.  Except as modified and expressly amended by this Amendment, the Pooling and Servicing Agreement is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

ARTICLE IV

Binding Effect.

The provisions of this Amendment shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Depositor, the Transferor, the Master Servicer, the Custodians and the Trustee.

ARTICLE V

Governing Law.

This Amendment shall be construed in accordance with the substantive laws of the State of New York (without regard to conflict of law principles) and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such laws.

ARTICLE VI  Severability of Provisions.

If any one or more of the provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such provisions or terms shall be deemed severable from the remaining provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions or terms of this Amendment.

ARTICLE VII  Section Headings.

The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

ARTICLE VIII  Counterparts.

This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

[signature pages follow]

IN WITNESS WHEREOF, the Depositor, the Trustee, the Transferor, the Master Servicer and the Custodians have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

MORTGAGE ASSET SECURITIZATION

TRANSACTIONS, INC., as Depositor

By: /s/ Steve Warjanka                                 

Name:  Steve Warjanka

Title:  Associate Director

By: /s/ Glenn McIntyre                                  

Name:  Glenn McIntyre

Title:  Associate Director

UBS REAL ESTATE SECURITIES INC., as

Transferor

By: /s/ Steve Warjanka                                   

Name:  Steve Warjanka

Title:  Associate Director

By: /s/ Glenn McIntyre                                   

Name:  Glenn McIntyre

Title:  Associate Director

WACHOVIA BANK, NATIONAL

ASSOCIATION, as Trustee

By: /s/ Gregory J. Yanok                                

Name:  Gregory J. Yanok

Title:  Vice President

WELLS FARGO BANK, N.A., as Master Servicer

and Custodian

By: /s/ Michael Watchke                                 

Name:  Michael Watchke

Title:  Vice President

U.S. BANK NATIONAL ASSOCIATION, as

 Custodian

By: /s/ Judy M. Spahn                                      

Name:  Judy M. Spahn

Title:  Vice President