SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
	
                                FORM 15

Certification and Notice of Termination of Registration under Section 
12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to 
File Reports Under Sections 13 and 15(d) of the Securities Exchange Act 
of 1934.
	
                   Commission File Number 33-16789                     
     

	

	Rural Electric Grantor Trust (KEPCO) 1988- K2
   (Exact name of registrant as specified in its charter)

	2201 Cooperative Way, Herndon, VA 20171-3025
  (Registrant's telephone number, including area code, is 703-709-6700)


	Grantor Trust Certificates (KEPCO) Series 1988-K2
     (Title of each class of securities covered by this Form)


                               None
(Titles of all other classes of securities for which a duty to file 
reports under section 13(a) or 15(d) remains)

	Please place an X in the box(es) to designate the appropriate rule 
provisions(s) relied upon to terminate or suspend the duty to file 
reports:

	Rule 12g-4(a)(1)(i)	[ ]	Rule 12h-3(b)(1)(ii)	[ ]
	Rule 12g-4(a)(1)(ii)	[ ]	Rule 12h-3(b)(2)(i)	[ ]
	Rule 12g-4(a)(2)(i)	[ ]	Rule 12h-3(b)(2)(ii)	[ ]
        Rule 12g-4(a)(2)(ii)    [ ]     Rule 15d-6              [x]
	Rule 12h-3(b)(1)(i)	[ ]	

	Approximate number of holders of record as of the certification or 
notice date: One

	Pursuant to the requirements of the Securities Exchange Act of 
1934 (Name of registrant as specified in charter) has caused this 
certification/notice to be signed on its behalf by the undersigned duly 
authorized person.

DATE:   January 16, 1998            By: /s/ Steven L. Lilly