EXHIBIT 28.2

             SUPPLEMENTAL REPORT OF INDEPENDENT ACCOUNTANTS
          ON AGREED UPON PROCEDURES RELATING TO REQUIREMENTS
              OF CERTAIN POOLING AND SERVICING AGREEMENTS
               FOR MORTGAGE PASS-THROUGH CERTIFICATES


March 29, 1996

To the Board of Directors
Great Western Bank, a Federal Savings Bank

At your request, we have performed the procedures enumerated below with
respect to the mortgage operations of Great Western Bank, a Federal
Savings Bank (a wholly-owned subsidiary of Great Western Financial
Corporation) and its subsidiaries (the Bank) as of December 31, 1995, in
connection with the following Adjustable Rate Mortgage Pass-Through
Certificates (collectively, the Certificates):




Date of Pooling and      Mortgage Pass-Through
Servicing Agreement:     Certificates, Series:
- - --------------------     ---------------------
                             

July 1, 1987                    1987-1
March 1, 1988                   1988-1
April 1, 1988                   1988-2
June 1, 1988                    1988-3
August 1, 1988                  1988-4
December 1, 1988                1988-5
January 1, 1989                 1989-1





Our review was made solely to assist you in evaluating whether the
mortgage operations relating to the Certificates of the Bank are in
compliance with the related requirements of the Pooling and Servicing
Agreements (the Agreements), and our report is not to be used for any
other purpose.  It is understood that this report is solely for your
information and that of the trustees and holders of the Certificates and
is not to be referred to or distributed for any purpose to anyone who is
not a member of management of the Bank or those parties mentioned above,
except that it may be included in documents pertaining to reporting
requirements of the Securities Exchange Act of 1934.  The procedures we
performed are summarized as follows:

1.   We obtained representation from the management of the Bank that it
has not received any unfavorable findings or been suspended by any
investor, regulatory agency, or the Department of Housing and Urban
Development at any time during the twelve month period ended December 31,
1995.

2.   We compared the fidelity and mortgagee's errors and omissions
insurance policies maintained by the Bank with the coverage requirements
set forth in the "Compliance Reporting Guide" (March 1993), as amended by
specific waivers contained in the February 14, 1995 Master Agreement with
Freddie Mac which reduced coverage requirements and deductible amounts. 
We determined that the coverage was sufficient for the Bank to continue
operating as a Freddie Mac Seller/Servicer as required by the Pooling and
Servicing Agreements.

3.   We read the title of the general ledger accounts used for certificate
funds and noted that custodial funds for each Certificate Series are
segregated into separate general ledger accounts which are adequately
titled to identify the purpose of the account.  Management has represented
to us that the balances included in the Certificate general ledger
accounts are insured by the Savings Association Insurance Fund of the
Federal Deposit Insurance Corporation.

4.   We compared the aggregate principal balance of the mortgage loans on
the individual monthly Certificates' mortgage trial balances of the Bank
as of June 15, 1995 for Certificate Series 1988-2 and as of June 30, 1995
for Certificate Series 1987-1, 1988-1, 1988-3, 1988-4, 1988-5 and 1989-1
to the amounts reported on the Bank's Statements to Certificateholders
dated July 10, 1995 and July 25, 1995, respectively, and determined that
they agreed.



Because the above procedures do not constitute an audit conducted in
accordance with generally accepted auditing standards, we do not express
and opinion on any of the accounts or items referred to above.  In
connection with the procedures referred to above, no matters came to our
attention that caused us to believe that the specified accounts or items
should be adjusted.  Had we performed additional procedures with respect
to the mortgage operations of the Bank in connection with the
Certificates, matters might have come to our attention that would have
been reported to you.  This report relates only to the accounts and items
specified above and does not extend to any financial statements of the
Bank, taken as a whole.

Yours very truly,



/s/ PRICE WATERHOUSE LLP