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 21, 1997

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

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, 1996, in connection with the
Bank's role as Master Servicer for 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



The procedures enumerated below have been performed solely to assist the
users in evaluating management's assertion about the Bank's compliance with
the requirements of the Pooling and Servicing Agreements as outlined above
(the Agreements), included in its representation letter dated March 21,
1997.  The Agreements are between the Bank (the Seller and Servicer) and
Bankers Trust Company of California (the successor Trustee to Bank of
America).

This agreed-upon procedures engagement was performed in accordance with
standards established by the American Institute of Certified Public
Accountants.  The sufficiency of these procedures is solely the
responsibility of the specified users of the report.  Consequently, we make
no representation regarding the sufficiency of the procedures described
below either for the purpose for which this report  has been requested or
for any other purpose.  



The procedures that 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, 1996.

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 February 27, 1995 Master Agreement with
       Federal Home Loan Mortgage Corporation (Freddie Mac) as renewed on
       February 27, 1996.  We determined that the coverage was sufficient for
       the Bank to continue operating as a Freddie Mac Seller/Servicer as
       required by the Agreements.

3.     We read the title for each demand deposit account (DDA) used for the
       seven Certificates as outlined above and determined that it was
       adequately titled to identify the purpose of the account.  We further
       verified that each of the DDA was held at the Bank which is 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 Bank's Monthly Accounting Report (CPI report #62-C) as of
       September 30, 1996 for each of the seven Certificate Series to the
       balance reported on the Statements to Certificate holders of Great
       Western Bank dated October 25, 1996, and determined that the balances
       agreed.

We were not engaged to, and did not, perform an examination, the objective
of which would be the expression of an opinion on management's compliance
with the requirements of the Agreements.  Accordingly, we do not express
such an opinion.  Had we performed additional procedures, other matters
might have come to our attention that would have been reported to you.  

This report is intended solely for the use of the Board of Directors,
management and the Trustee and should not be used by those who have not
agreed to the procedures and taken responsibility for the sufficiency of the
procedures for their purpose.  However, the report may be included in
documents pertaining to reporting requirements of the Securities Exchange
Act of 1934.

Yours very truly,



/s/ PRICE WATERHOUSE LLP

Los Angeles, California
March 21, 1997