SCHEDULE 14A INFORMATION
                   PROXY STATEMENT PURSUANT TO SECTION 14(A)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

  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 
  {X}  Definitive Additional Materials
  {X}  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                      GREAT WESTERN FINANCIAL CORPORATION
                   -----------------------------------------
                (Name of Registrant as Specified in Its Charter)

                   -----------------------------------------
    (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)(1) and 0-11.

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

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

       (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): ___

       (4)  Proposed maximum aggregate value of transactions: ________________

       (5)  Total fee paid.
  --------
  {_}  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: __________________________________________

       (2)  Form, Schedule or Registration Statement No.: ____________________

       (3)  Filing Party: ____________________________________________________

       (4)  Date Filed: ______________________________________________________


                            [NEWSPAPER ADVERTISEMENT]

        [Graphic:  Picture of Fortune Magazine chart entitled
        "Savings Institutions".]

        1996  1995  Company                       Score

        1     2     Washington Mutual             7.06
        2     1     Golden West Financial         6.96
        3     5     Standard Federal Bancorp.     6.18
        4     -     Charter One Financial         5.90
        5     4     H.F. Ahmanson                 5.75

        [Graphic:   A circle is made around the first horizontal
        line to include "1, 2, and Washington Mutual".]

        Fortune Magazine, March 3, 1997

        Ever notice you never hear anyone yelling "we're number
        five?"

             But being number one, on the other hand, is something
        worth talking about.
             When Washington Mutual was rated the number one most
        admired savings institution in the country by our peers in
        Fortune Magazine, it was nice to know people were paying
        attention.
             Paying attention to the way we treat our customers and
        employees, our top-rated line of products and services, the
        quality of our management team and our long-term return to
        shareholders.
             Maybe that's one of the many reasons why the Great
        Western Board of Directors chose us to be their merger
        partner.

        [Graphic:  Box containing the following language "1997
        FORTUNE  America's Most Admired Companies".]

        [Washington Mutual logo]
        The friend of the family.*

        FDIC insured

        *"America's Most Admired Companies" and Fortune Magazine
        are trademarks  belonging to Time, Inc.


        Washington Mutual, Inc. ("Washington Mutual") and certain
        other persons named below may be deemed to be participants
        in the solicitation of proxies in connection with the
        merger of Great Western Financial Corporation ("Great
        Western") and a wholly-owned subsidiary of Washington
        Mutual pursuant to which each outstanding share of Great
        Western common stock would be converted into 0.9 shares of
        Washington Mutual common stock (the "Merger").  The
        participants in this solicitation may include the directors
        of Washington Mutual (Douglas P. Beighle, David Bonderman,
        J. Taylor Crandall, Roger H. Eigsti, John W. Ellis, Daniel
        J. Evans, Anne V. Farrell, William P. Gerberding, Kerry K.
        Killinger, Samuel B. McKinney, Michael K. Murphy, William
        G. Reed, Jr. and James H. Stever); the following executive
        officers of Washington Mutual: Craig S. Davis, Steven P.
        Freimuth, Lee D. Lannoye, William A. Longbrake, Deanna W.
        Oppenheimer, Craig E. Tall and S. Liane Wilson; and the
        following other members of management of Washington Mutual: 
        Karen Christensen, JoAnne DeGrande, William Ehrlich, James
        B. Fitzgerald, Marc Kittner and Douglas G. Wisdorf
        (collectively, the "Washington Mutual Participants").  As
        of the date of this communication, David Bonderman, J.
        Taylor Crandall and Kerry K. Killinger beneficially owned
        1,894,141 shares, 6,549,755 shares and 1,044,224 shares of
        Washington Mutual common stock, respectively.  The
        remaining Washington Mutual Participants do not
        beneficially own, individually or in the aggregate, in
        excess of 1% of Washington Mutual's equity securities.  

        Other participants in the solicitation include Great Western
        and may include the directors of Great Western (James F.
        Montgomery, John F. Maher, Dr. David Alexander, H. Frederick
        Christie, Stephen E. Frank, John V. Giovenco, Firmin A. Gryp,
        Enrique Hernandez, Jr., Charles D. Miller, Dr. Alberta E.
        Siegel and Willis B. Wood, Jr.); the following executive
        officers of Great Western:  J. Lance Erikson, Carl F. Geuther,
        Michael M. Pappas, A. William Schenck III, Ray W. Sims and
        Jaynie M. Studenmund; and the following other members of
        management of Great Western:  Ian D. Campbell, Charles Coleman,
        Allen D. Meadows and John A. Trotter (collectively, the "Great
        Western Participants").  As of the date of this communication,
        James F. Montgomery and John F. Maher beneficially owned
        680,488 shares and 611,762 shares of Great Western common
        stock, respectively (including shares subject to stock
        options exercisable within 60 days).  The remaining Great
        Western Participants do not beneficially own, individually
        or in the aggregate, in excess of 1% of Great Western's
        equity securities.

        Washington Mutual has retained Lehman Brothers Inc.
        ("Lehman Brothers") to act as its financial advisor in
        connection with the Merger for which it received and may
        receive substantial fees as well as reimbursement of
        reasonable out-of-pocket expenses.  In addition, Washington
        Mutual has agreed to indemnify Lehman Brothers and certain
        related persons against certain liabilities, including
        certain liabilities under the federal securities laws,
        arising out of its engagement.  Lehman Brothers is an
        investment banking firm that provides a full range of
        financial services for institutional and individual
        clients.  Lehman Brothers does not admit that it or any of
        its directors, officers or employees is a "participant" as
        defined in Schedule 14A promulgated under the Securities
        Exchange Act of 1934, as amended, in the proxy
        solicitation, or that Schedule 14A requires the disclosure
        of certain information concerning Lehman Brothers.  In
        connection with Lehman Brothers' role as financial advisor
        to Washington Mutual, Lehman Brothers and the following
        investment banking employees of Lehman Brothers may
        communicate in person, by telephone or otherwise with a
        limited number of institutions, brokers or other persons
        who are stockholders of Washington Mutual and Great
        Western:  Steven B. Wolitzer, Philip R. Erlanger, Sanjiv
        Sobti, David J. Kim, Craig P. Sweeney and Daniel A.
        Trznadel.  In the normal course of its business Lehman
        Brothers regularly buys and sells securities issued by
        Washington Mutual and its affiliates ("Washington Mutual
        Securities") and Great Western and its affiliates ("Great
        Western Securities") for its own account and for the
        accounts of its customers, which transactions may result
        from time to time in Lehman Brothers and its associates
        having a net "long" or net "short" position in Washington
        Mutual Securities, Great Western Securities or option
        contracts with other derivatives in or relating to
        Washington Mutual Securities or Great Western Securities. 
        As of May 5, 1997, Lehman Brothers had positions in
        Washington Mutual Securities and Great Western Securities
        as principal as follows:  (i) net "short" 224 of Washington
        Mutual's common shares; (ii) net "long" 27,434 shares of
        Washington Mutual's 9.12% preferred stock; (iii) net "long"
        124,964 shares of Washington Mutual's 7.60% preferred
        stock; (iv) net "long" 17,445 of Great Western's common
        shares; and (v) net "long" 160,000 shares of Great
        Western's 8.30% preferred stock.

        Great Western has retained Goldman, Sachs & Co. ("Goldman
        Sachs") and Merrill Lynch & Co. ("Merrill Lynch") to act as
        its financial advisors in connection with the Merger, as
        well as the merger proposal by H. F. Ahmanson & Company,
        for which they received and may receive substantial fees,
        as well as reimbursement of reasonable out-of-pocket
        expenses.  In addition, Great Western has agreed to
        indemnify Goldman Sachs and Merrill Lynch and certain
        related persons related to them against certain
        liabilities, including certain liabilities under the
        federal securities laws, arising out of their engagement. 
        Each of Goldman Sachs and Merrill Lynch is an investment
        banking firm that provides a full range of financial
        services for institutional and individual clients.  Neither
        Goldman Sachs nor Merrill Lynch admits that it or any of
        its directors, officers or employees is a "participant" as
        defined in Schedule 14A promulgated under the Securities
        Exchange Act of 1934, as amended, in the proxy
        solicitation, or that Schedule 14A requires the disclosure
        of certain information concerning Goldman Sachs and Merrill
        Lynch.  In connection with Goldman Sachs's role as
        financial advisor to Great Western, Goldman Sachs and the
        following investment banking employees of Goldman Sachs may
        communicate in person, by telephone or otherwise with a
        limited number of institutions, brokers or other persons
        who are stockholders of Great Western:  Joe Wender, John
        Mahoney, Andy Gordon, Todd Owens and Andrea Vittorelli.  In
        connection with Merrill Lynch's role as financial advisor
        to Great Western, Merrill Lynch and the following
        investment banking employees of Merrill Lynch may
        communicate in person, by telephone or otherwise with a
        limited number of institutions, brokers or other persons
        who are stockholders of Great Western:  Herb Lurie, Louis
        S. Wolfe, Paul Wetzel, Frank V. McMahon, John Esposito,
        Christopher Del-Moral Niles and Kavita Gupta.  In the
        normal course of their respective businesses Goldman Sachs
        and Merrill Lynch regularly buy and sell Great Western
        Securities and Washington Mutual Securities for its own
        account and for the accounts of its customers, which
        transactions may result in Goldman Sachs and its associates
        and Merrill Lynch and its associates having a net "long" or
        net "short" position in Great Western Securities,
        Washington Mutual Securities, or option contracts with
        other derivatives in or relating to Great Western
        Securities or Washington Mutual Securities.  

        As of May 5, 1997, Goldman Sachs had positions in Great
        Western Securities and Washington Mutual Securities as
        principal as follows:  (i) net "long" 9,273 of Great
        Western's common shares and (ii) net "long" $1 million of
        Great Western's deposit notes.  As of May 5, 1997, Merrill
        Lynch had positions in Great Western Securities and
        Washington Mutual Securities as principal as follows:  (i)
        net "long" 2,326 of Great Western's common shares; (ii) net
        "long" 1,600 shares of Great Western's 8.30% preferred
        stock; and (iii) net "long" 1,526 of Washington Mutual's
        common shares.

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