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, 1995

       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>




                                     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.

             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:

                                 Thomas J. Cusack 5
                                 Kent L. Colwell 2
                                 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 1
                                 Gary U. Rolle' 2
                                 James B. Roszak 2
                                 William E. Simms 2
                                 Nooruddin S. Veerjee 4
                                 Robert A. Watson 1

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 16


<PAGE>


                                   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 Form 10-K report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                          TRANSAMERICA OCCIDENTAL LIFE
                                INSURANCE COMPANY



  Dated:  March 15, 1996

By:
                               Alan T. Cunningham
                                 Vice President






                                  Page 6 of 16



<PAGE>


Ernst & Young LLP  515 South Flower Street, Los Angeles, California 90071
Phone (213) 977-3200
Fax (213) 977-3756



February 14, 1996





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, 1995, 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 14, 1996. Our audit was made in accordance with generally
accepted auditing 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 Bank America  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 eight full  prepayments  received  during the period
from January 1, 1995 to December 31, 1995, we determined that:

          a. The full  prepayment was accurately  calculated as to principal and
interest  by  recalculating  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 monitoring  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,  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, 1994 Distribution Date Statements.

               Exhibit 2
               Page 13 of 16

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 addressees 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 16