Prospectus Supplement                            Rule 424(b)(3) and
(c)
                                                 File No. 2-98811

                                   
                     GREAT WESTERN FINANCIAL CORPORATION

                             Dividend Reinvestment
                            and Stock Purchase Plan
                        Prospectus Supplement Number 2 to
                         Prospectus dated April 15, 1991


      This prospectus supplement Number 2 relates to the Prospectus
dated April
15, 1991 (the "Prospectus") for Great Western Financial
Corporation's Dividend
Reinvestment and Stock Purchase Plan (the "Plan").

      3.  Who administers the Plan?

          Harris Trust Company of California (the "Bank")
administers the Plan
as Plan Administrator.

     29.  Who should be contacted with questions about the Plan?

          All correspondence regarding the Plan should be directed
to:

                  Harris Trust Company of California
                  c/o Harris Trust and Savings Bank
                  Attn: Shareholders Services 311/14
                  P.O. Box A3504
                  Chicago, Illinois 60690-3504
                  Telephone Number: 1-800-554-3406

      Please mention Great Western Financial Corporation and this
Plan in all
correspondence.  

      The Transfer Agent and Registrar for GWFC Common Stock is
Harris Trust
Company of California.

      To the extent that any of the foregoing is inconsistent with
the Plan as
described in the Prospectus, the Prospectus and the Plan are hereby
amended to
conform with the foregoing.
                                   __________

The date of this Prospectus Supplement is June 15, 1995.