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                           SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )
        
Filed by the Registrant [X]

Filed by a Party other than the Registrant [_] 

Check the appropriate box:

[_]  Preliminary Proxy Statement        [_]  Confidential, for Use of the 
                                             Commission Only (as permitted by
                                             Rule 14a-6(e)(2))
[_]  Definitive Proxy Statement 

[_]  Definitive Additional Materials 

[X]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12


                         Great Western Financial Corp.
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               (Name of Registrant as Specified In Its Charter)

                          
                           H. F. Ahmanson & Company
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   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

   
Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

   
     (1) Title of each class of securities to which transaction applies:

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     (2) Aggregate number of securities to which transaction applies:

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     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
         the filing fee is calculated and state how it was determined):

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     (4) Proposed maximum aggregate value of transaction:

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     (5) Total fee paid:

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[_]  Fee paid previously with preliminary materials.
     
[_]  Check box if any part of the fee is offset as provided by Exchange
     Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.
     
     (1) Amount Previously Paid:
 
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     (2) Form, Schedule or Registration Statement No.:

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     (3) Filing Party:
      
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     (4) Date Filed:

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Notes:



 
                      [LOGO OF H. F. AHMANSON & COMPANY]
 
                                                                    May 31, 1997
 
Dear Great Western Stockholder:
 
  For months, the Great Western Board of Directors has committed itself to
driving away H. F. Ahmanson & Company and has remained exclusively committed to
a single bidder. Just think for a moment what value the market would assign
Ahmanson's offer if, instead, Great Western had directors who were committed to
treating all bidders equally in order to maximize stockholder value.
 
  YOU SHOULD NOT ALLOW THE GREAT WESTERN BOARD TO PREVENT YOU FROM MAXIMIZING
THE VALUE OF YOUR INVESTMENT WHEN YOU HAVE THE OPPORTUNITY FOR A BETTER MERGER.
 
                             AHMANSON-GREAT WESTERN
 
                        THE BETTER MERGER WITH LESS RISK
 
  The Ahmason offer reflects a simple, credible and proven formula of in-market
cost savings and share repurchases for achieving its projected merger benefits.
 
  The proposed transaction the Great Western Board wants you to support relies
heavily on the unproven and unprecedented:
 
  .  The Great Western Board's proposed transaction relies on unprecedented
     projected revenue enhancements which would expose stockholders to
     greater interest rate risk by sharply increasing long term mortgage
     loans funded with wholesale deposits.
 
  .  Through an acquisition of Great Western, Washington Mutual will increase
     its size by 400% in less than one year--another virtually unprecedented
     feat.
 
          THE BETTER MERGER WITH A SUPERIOR MARKET SHARE AND FRANCHISE
 
  The Ahmanson offer would create a market leader focused on densely populated
markets.
 
  The proposed transaction the Great Western Board wants you to support would
create a smaller institution positioned to serve far fewer customers per branch
than would be served by Ahmanson.
 
  .  In California, Ahmanson-Great Western would have a 44% greater market
     share than Washington Mutual-Great Western.
 
  .  In Florida, Ahmanson-Great Western would have a 57% greater market share
     than Washington Mutual-Great Western.

 
                    THE BETTER MERGER WITH NO TIMING DELAYS
 
  Ahmanson's application for regulatory approval from the Office of Thrift
Supervision has been deemed complete, and we expect that Ahmanson's offer can
close promptly following stockholder rejection of the Great Western-Washington
Mutual merger proposal.
 
                 THE AHMANSON ALTERNATIVE: THREE SIMPLE STEPS
 
  There is a simple, direct path for you--the true owners of Great Western--to
act in YOUR BEST INTERESTS and MAXIMIZE THE VALUE of your investment in Great
Western:
 
  Step 1: Vote the WHITE proxy card FOR the slate of directors committed to
  the maximization of stockholder value.
 
  Step 2: Vote the PINK proxy card AGAINST the Great Western Board's proposed
  merger with Washington Mutual when you receive it with Ahmanson's proxy
  materials.
 
  Step 3: Tender your Great Western shares into Ahmanson's Exchange Offer
  when it commences.
 
  Thank you for your support.
 
                                          Sincerely,
 
                                          /s/ Charles R. Rinehart

                                          Charles R. Rinehart
                                          Chairman and Chief Executive Officer
 
 
                If you have any further questions, please call:
 
                      [LOGO OF MACKENZIE PARTNERS, INC.]
                               156 Fifth Avenue
                           New York, New York 10010
                         (212) 929-5500 (call collect)
                                      or
                         CALL TOLL-FREE (800) 322-2885