EXHIBIT 28.1



          ANNUAL STATEMENT AS TO COMPLIANCE



     Bruce F. Antenberg, Senior Vice President and
Treasurer and E. S. Lyons, Senior Vice President, both of
Great Western Bank, A Federal Savings Bank (the "Bank"),
pursuant to Section 3.10 of certain Pooling and Servicing
Agreements between the Bank, as seller and servicer, and
Banker's Trust Co. of California, as trustee, dated as of
the respective dates set forth below (the "Pooling and
Servicing Agreements") pursuant to which Mortgage Pass-
Through Certificates of the indicated Series were issued:




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


do hereby certify that:

      (i)   a review of the activities of the Bank for the
year ended December 31, 1996 and of performance under the
Pooling and Servicing Agreements has been made under our
supervision, and

      (ii)  to the best of our knowledge, based on such
review, the Bank has fulfilled all of its obligations under
each Pooling and Servicing Agreement throughout such year.



      IN WITNESS WHEREOF, we have hereunto signed our names
as of this 31st day of March 1997.



/s/ Bruce F. Antenberg        
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Bruce F. Antenberg
Senior Vice President
and Treasurer



/s/ E. S. Lyons               
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E. S. Lyons
Senior Vice President