<PAGE>



                                  SECURITIES AND EXCHANGE COMMISSION       2691
                                        Washington, D.C.  20549
                                                ------
                                               FORM 10-K

(Mark One)
----
|X |  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----  EXCHANGE ACT OF 1934

      For the fiscal year ended  December  31, 1996 ---- | |  TRANSITION  REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE ---- SECURITIES  EXCHANGE ACT OF 1934 [NO
FEE REQUIRED]

      For the transition period from                   to

                                 Commission file number       33-23781

           TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
        (Exact name of registrant as specified in its charter)

               California                         95-1060502
        (State or other jurisdiction of       (I.R.S. Employer
         incorporation or organization       Identification No.)

1150 South Olive Street, Los Angeles California          90015
-----------------------------------------------     ----------
     (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code   (213) 742-4000



Securities registered pursuant to Section 12(b) of the Act:

                                            Name of each exchange on which
    Title of each class                      registered

         Class A-1                        NOT APPLICABLE

         Class A-2                        NOT APPLICABLE

Securities registered pursuant to Section 12(g) of the Act:

Senior Commercial Mortgage Pass-Through Certificates, Series 1989-1
                          (Title of class)

                          (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes    X       No

                                  Page 1 of 15
                            Exhibit Index at Page 10


<PAGE>





                                                Part I



Item I.       Business.

                     Not applicable pursuant to the letter of William E. Morley,
                     Chief  Counsel-Associate  Director (Legal), of the Staff of
                     the Securities and Exchange Commission ("SEC") to Ms. Carol
                     Jameson of Kaye, Scholer,  Fierman, Hays and Handler, dated
                     January 17, 1990 (the "SEC No-Action Letter").


Item 2.       Properties.

                     See Exhibits 1(a) and 1(b):  Annual Statements as to
                     Compliance


Item 3.       Legal Proceedings.

                     None.


Item 4.       Submission of Matters to a Vote of Security Holders.

                     None.
















                                             Page 2 of 15



<PAGE>




                                                Part II


Item 5.       Market for Registrant's Common Equity and Related Stockholder
              Matters.

                     a.   There is no established public trading    market for
                     Registrant's Senior                  Certificates.

                     b.   As to Registrant's Class A-1 Senior    Certificates,
                     there are four holders of record; as to Registrant's Class
                    A-2            Senior Certificates, there is one holder  of
                     record.

Item 6.       Selected Financial Data.

                     Not applicable pursuant to the SEC No-Action Letter.


Item 7.       Management's Discussion and Analysis of Financial Condition and
              Results of Operation.

                     Not applicable pursuant to the SEC No-Action Letter.


Item 8.       Financial Statements and Supplementary Data.

                     See Exhibit 2:  Independent Accountant's Annual Report.


Item 9.       Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure.

                     None.











                                             Page 3 of 15



<PAGE>




                                               Part III


Item 10.      Directors and Executive Officers of the Registrant.

                     Not applicable pursuant to the SEC No-Action Letter.


Item 11.      Executive Compensation.

                     Not applicable pursuant to the SEC No-Action Letter.


Item 12.      Security Ownership of Certain Beneficial Owners and Management.

                     a.   Holder of record of more than five
                              percent of Registrant's Class A-1
                              Senior Certificates:

                                     CEDE & CO.
                                     c/o Depository Trust Company
                                     Attn: Dividend Announcements
                                     7 Hanover Square, 22nd Floor
                                     New York, New York  10004

                                     Percent of class owned: 99.9%

                     b.       Holder of record of more than five percent of
                              Registrant's Class A-2 Senior Certificates:

                                     CEDE & CO.
                                     c/o Depository Trust Company
                                     Attn:  Dividend Announcements
                                     7 Hanover Square, 22nd Floor
                                     New York, New York 10004

                                     Percent of class owned: 100%

Item 13.      Certain Relationships and Related Transactions.

                     Not applicable pursuant to the SEC No-Action Letter.




                                     Page 4 of 15



<PAGE>




                                                Part IV

Item. 14.     Exhibits, Financial Statement Schedules, and Reports on Form 10-K.

 Exhibit 1(a):            Annual Statement of Compliance sent to
                          Bankers Trust Company. 1
 Exhibit 1(b):            Annual Statement of Compliance sent to
                          Financial Security Assurance, Inc. 1

 Exhibit 2:      Independent Accountant's Annual Report. 1

 Exhibit 3:      Powers of Attorney: 1

                                                       Robert Abeles 1
                                                       Thomas J. Cusack 5
                                                       John A. Fibiger 3
                                                       Richard H. Finn 3
                                                       David E. Gooding 2
                                                       Edgar H. Grubb 2
                                                       Frank C. Herringer 2
                                                       Richard N. Latzer 2
                                                       Charles E. LeDoyen 2
                                                       Karen MacDonald 6
                                                       Gary U. Rolle' 2
                                                       James B. Roszak 2
                                                       William E. Simms 2
                                                       Nooruddin S. Veerjee 4
                                                    Robert A. Watson 6
--------------------------
              1      Filed herewith.

              2      Incorporated by reference to Exhibit 3 of Annual Report on
                     Form 10-K of Transamerica Occidental Life Insurance
                     Company, File No. 33-23781 (March 28, 1991).

              3      Incorporated by reference to Exhibit 3 of Annual Report on
                     Form 10-K of Transamerica Occidental Life Insurance
                     Company, File No. 33-23781 (March 27, 1992).

              4      Incorporated by reference to Exhibit 3 of Annual Report on
                     Form 10-K of Transamerica Occidental Life Insurance
                     Company, File No. 33-23781 (March 30, 1993).

              5      Incorporated by reference to Exhibit 3 of Annual Report on
                     Form 10-K of Transamerica Occidental Life Insurance
                     Company, File No. 33-23781 (March 17, 1994).
                                             Page 5 of 15


<PAGE>





              6      Incorporated by reference to Exhibit 3 of Annual Report on
                     Form 10-K of Transamerica Occidental Life Insurance
                     Company, File No. 33-23781 (March 15, 1996)




























                                              SIGNATURES





              Pursuant  to  the  requirements  of  Section  13 or 15  (d) of the
Securities  Exchange Act of 1934,  the Registrant has duly caused this Amendment
to Annual  Report on Form  10-K to be signed on its  behalf by the  undersigned,
thereunto duly authorized.



                                              TRANSAMERICA OCCIDENTAL LIFE
                                              INSURANCE COMPANY



Dated:  March 26, 1997               By:
                                                   David M. Goldstein
                                                   Vice President







                                             Page 6 of 15




<PAGE>




<TABLE>
<CAPTION>


<S>                                     <C>                                              <C>
Signature                                     Title                                                  Date

        *                                  Executive Vice President and                          March 15, 1997
-------------------
Robert Abeles                              Chief Financial Officer


        *                                  President,      March 15, 1997
Thomas J. Cusack                           Chief Executive Officer
                                                  and Director


                                           Executive Vice President,                             March 15, 1997
James W. Dederer                           General Counsel, Corporate
                                                  Secretary and Director


        *                                  Chairman                                              March 15, 1997
-------------------
John A. Fibiger                            and Director


        *                                  Director                                              March 15, 1997
-------------------
Richard H. Finn


        *                                  Executive Vice President,                             March 15, 1997
-------------------
David E. Gooding                           Chief Information Officer
                                                  and Director

        *                                  Director                                              March 15, 1997
-------------------
Edgar H. Grubb


        *                                  Director                                              March 15, 1997
-------------------
Frank C. Herringer


        *                                  Chief Investment Officer                              March 15, 1997
-------------------
Richard N. Latzer                          and Director

        *                                  President, Structured                                 March 15, 1997
-------------------
Charles E. Le Doyen                        Settlements Division
                                                  and Director

        *                                  Senior Vice President,                                March 15, 1997
-------------------
Karen MacDonald                            Corporate Actuary
                                           and Director

        *                                  Chief Investment Officer                              March 15, 1997
-------------------
Gary U. Rolle'                                    and Director

        *                                  President, Life Insurance                             March 15, 1997
-------------------
James B. Roszak                            Division, Chief Marketing
                                                  Office and Director





                                                            Page 7 of 15





<PAGE>






        *                                  President, Reinsurance                                March 15, 1997
-------------------
William E. Simms                           Division, and Director


        *                                  President, Group Pension                              March 15, 1997
--------------------
Nooruddin S. Veerjee                       Division, and Director


        *                                  Director                                              March 15, 1997
--------------------
Robert A. Watson







* By
     James W. Dederer
     Attorney-in-Fact




</TABLE>





































                                                            Page 8 of 15



<PAGE>








Supplemental Information To Be Furnished With Reports
  Filed Pursuant To Section 15 (d) Of The Securities
  Exchange Act Of 1934 By Registrants Which Have Not
Registered Securities Pursuant To Section 12 Of The Act


No annual report or proxy material has been sent to the holders of  Registrant's
Senior Certificates.



















































                                                   Page 9 of 15



<PAGE>







                                                   Exhibit Index



Exhibit 1(a)               Annual Statement of Compliance sent to
                                  Bankers Trust Company             Page 11

Exhibit 1(b)             Annual Statement of Compliance sent to
                         Financial Security Assurance, Inc.         Page 12

Exhibit 2                Independent Accountant's Annual Report     Page 13


Exhibit 3                Power of Attorney of Robert Abeles         Page 15














































                                                  Page 10 of 15



<PAGE>





February 1, 1997


VIA FEDERAL EXPRESS

Mr. Steve Hessler
Assistant Vice President
Bankers Trust Company
Four Albany Street, 7th Floor
New York, New York  10006

Re: Commercial Mortgage Pass-Through Certificate Trust Created by
    Transamerica Occidental Life Insurance Company Under a Pooling and
    Servicing Agreement dated as of May 22, 1989; Annual Statement of
    Compliance of Transamerica Occidental Life Insurance Company

We, the  undersigned,  are duly  appointed  servicing  officers of  Transamerica
Occidental  Life  Insurance  Company  ("TOLIC"),   the  servicer  of  the  above
referenced Commercial Mortgage Pass-Through Certificate Trust (the "Trust"), and
we each hereby certify as follows:

                  1.) A review of the  activities  of TOLIC as  servicer  of the
Trust  during  the  period  beginning  January  1,  1996 and  continuing  to and
including  December 31, 1996, and of TOLIC's  performance  under the Pooling and
Servicing  Agreement,  dated as of May 22,  1989,  between  TOLIC  and  Security
Pacific National Trust Company (New York) (the  "Agreement"),  as related to the
Trust, has been made under our supervision; and

                  2. To the best of our  knowledge,  based on our review,  TOLIC
has  fulfilled  all of its  obligations  under the  Agreement  during the period
beginning January 1, 1996 and continuing to and including December 31, 1996, and
there  has not been any  default  on  TOLIC's  part in the  fulfillment  of such
obligations.


Sincerely,


TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY

By:_______________________
Sally S. Yamada
Servicing Officer

By:_______________________
Virginia Wilson
Servicing Officer












                                                   Exhibit 1(a)
                                                   Page 11 of 15




<PAGE>






February 1, 1997

VIA FEDERAL EXPRESS

Mr. Joshua Brain
Managing Director
Surveillance Department
Financial Security Assurance, Inc.
350 Park Avenue, 12th Floor
New York, New York 10022

Re:  Commercial Mortgage Pass-Through Certificate Trust Created by
     Transamerica Occidental Life Insurance Company Under a Pooling and
     Servicing Agreement dated as of May 22, 1989; Annual Statement of
     Compliance of Transamerica Occidental Life Insurance Company

Dear Mr. Brain:

We, the  undersigned,  are duly  appointed  servicing  officers of  Transamerica
Occidental  Life  Insurance  Company  ("TOLIC"),   the  servicer  of  the  above
referenced Commercial Mortgage Pass-Through Certificate Trust (the "Trust"), and
we each hereby certify as follows:

                  1.) A review of the  activities  of TOLIC as  servicer  of the
Trust  during  the  period  beginning  January  1,  1996 and  continuing  to and
including  December 31, 1996, and of TOLIC's  performance  under the Pooling and
Servicing  Agreement,  dated as of May 22,  1989,  between  TOLIC  and  Security
Pacific National Trust Company (New York) (the  "Agreement"),  as related to the
Trust, has been made under our supervision; and

                  2.) To the best of our knowledge,  based on our review,  TOLIC
has  fulfilled  all of its  obligations  under the  Agreement  during the period
beginning January 1, 1996 and continuing to and including December 31, 1996, and
there  has not been any  default  on  TOLIC's  part in the  fulfillment  of such
obligations.


Sincerely,

TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY

By:____________________
Sally S. Yamada
Servicing Officer

By:_____________________
Virginia Wilson
Servicing Officer










                                                   Exhibit 1(b)
                                                   Page 12 of 15




<PAGE>






February 12, 1997



Transamerica Occidental Life Insurance Company
Los Angeles, California

Bankers Trust Company
New York, New York

Financial Security Assurance, Inc.
New York, New York



We have audited the combined balance sheet of Transamerica  Life Companies as of
December  31,  1996,   and  the  related   statements  of  income,   changes  in
shareholder's  equity,  and cash flows for the year then ended,  and have issued
our report  thereon  dated  February 12, 1997.  Our audit was made in accordance
with generally  accepted  auditiing  standards and,  accordingly,  included such
tests  of the  accounting  records  and such  other  auditing  procedures  as we
considered necessary in the circumstances.

In addition to the audit  referred to above and  pursuant to Section 3.18 of the
Pooling and Servicing  Agreement  (the  "Agreement")  dated May 22, 1989 between
Transamerica Occidental Life Insurance Company (the "Seller" and "Servicer") and
Bankers Trust Company (the successor to BankAmerica National Trust Company) (the
"Trustee"),  we have performed specific  procedures as described herein. We have
not performed any  procedures,  except those described  below,  related to those
Mortgage Loans serviced by sub-servicers  which, since January 1, 1995, has been
all of the mortgage  loans  subject to the  Agreement.  The specific  procedures
performed by us are described below.

Terms used but not defined  herein  shall have the meaning  given to them in the
Agreement or in Amendment No. 3 to Form S-11  Registration  Statement  under the
Securities  Act of 1933,  dated June 6, 1989,  related  to the  Seller's  Senior
Commercial mortgage Pass-Through Certificates Series 1989-1.

1.                With respect to the full prepayment received during the period
                  from January 1, 1996 to December 31, 1996, we determined that:

a.     The full prepayment was accurately calculated as to principal
       and interest by recalculatiing the loan's amortization
       schedule included in the mortgage loan contract.

b.     The full prepayment was remitted to the Trustee on a timely
       basis.

2.)               We  observed  the  Servicer's   procedures   for   monitoriing
                  delinquent  monthly  payments,   identifying   defaults,   and
                  arranging for substitutions of other qualifying mortgage loans
                  or eligible investments as required by the Agreement.

3.)               Except for the  calculations in the Mortgage  Payments Reports
                  which are included in the  Distribution  Date  Statements,  we
                  tested  without  exception,   the  calculations  made  by  the
                  Servicer in connection  with the  preparation of the March 31,
                  June 30, and December 31, 1996  Distribution  Date Statements,
                  except for the
                  following:


                                                     Exhibit 2
                                                   Page 13 of 15


<PAGE>






                  a.     The  December  31,  1996  Distribution  Date  Statement
                         Certificate  Distributions  Report (v)  calculation  of
                         Minimum Senior Distribution  Short-fall amount, minimum
                         senior distribution amount reported was $3,669,849. The
                         correct  amount  should have been  reported as $26,415.
                         The  result  did  not  affect  the  calculation  of the
                         minimum senior distribution Short-fall.

 b.     The December 31, 1996 Distribution Date Statement Servicer's
        Reimbursement and Receivable Report (vi) determination of the
        trust funded expense amount calculation of Distribution
        amounts less aggregate amounts payable from balance in
        Certificate Account prior to payment of the Trust Fund
        Expense amount in accordance with Section 4.04(d)(i) resulted
        in zero.  The correct amount should have been $715,050.  This
        did not result in an error in the calculation of the Trust
        Fund Expense Amount.

                  c.     The  December  31,  1996  Distribution  Date  Statement
                         Deficiency    Event    Determination    Report   (viii)
                         determination  of  the  Certificate  Principal  Balance
                         after the  December  31, 1996  payment was  reported as
                         zero. The correct amount that should have been reported
                         was $3,643,434.  This did not result in an error in the
                         determination of a deficiency event.

                  d.     The  June  30,   1996   Distribution   Date   Statement
                         Certificate  Distributions  Report (v)  calculation  of
                         principal  distributable by single  certificate for the
                         Class A-1  certificates  was  reported  as  $18.04  per
                         certificate.  The correct amount should have been zero.
                         This did not  result  in an error to the June 30,  1996
                         distrbutions.

In connection  with our audit referred to in the first  paragraph of this letter
and the specific procedures described above, nothing came to our attention that,
in our opinion, would be required to be reported pursuant to Section 3.18 of the
Agreement.

It should be understood that we make no representations  regarding  questions of
legal  interpretation  or the  sufficiency  for your  purposes of the  foregoing
procedures.

This  letter is solely for the  information  of the  addresses  and filing  with
regulatory authorities and it is not to be used, circulated, quoted or otherwise
referred  to  for  any  other  purpose,   including  but  not  limited  to,  the
registration,  purchase  or sale of  securities,  nor is it to be referred to in
whole or in part in any document without our prior written consent.




Ernst & Young LLP
Los Angeles, California










                                                   Page 14 of 15



<PAGE>








                                                 POWER OF ATTORNEY

                  The  undersigned  director  of  Transamerica  Occidental  Life
Insurance Company, a California corporation (the "Company"),  hereby constitutes
and  appoints  Aldo  Davanzo,  James  Dederer,  Charles E. Le Doyen and David E.
Gooding and each of the (with full power to each of them to act  alone),  his or
her true and lawful  attorney-in-fact and agent, with full power of substitution
to each,  for him or her and on his or her behalf and in his or her name,  place
and stead,  to  execute  and file the annual  report on Form 10-K,  pursuant  to
Section 13 of the  Securities  and  Exchange  Act of 1934,  with  respect to the
Senior Commercial Mortgage  Pass-Through  Certificates,  Series 1989-1, File no.
33-23781,  created by  Transamerica  Occidental  Life Insurance  Company under a
Pooling and Servicing  Agreement dated as of May 22, 1989, with all exhibits and
all instruments necessary or appropriate in connection  therewith,  each of said
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agents, or any of them, may do or cause to be done by virtue thereof.

                  IN WITNESS  WHEREOF,  the  undersigned has hereunto set his or
her hand, this 6th day of February,1997.




                                                  -----------------------------
                                                  Robert Abeles



























                                                     Exhibit 3
                                                   Page 15 of 15



<PAGE>