DEFA14A

                           SCHEDULE 14A INFORMATION
                 REVOCATION 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 (Revocation of Consent Statement)
  {_}  Confidential, for Use of the Commission Only (as permitted by
       Rule 14a-6(e)(2))
  {_}  Definitive Proxy Statement (Revocation of Consent 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: ______________________________________________________

EX-99

                            M E M O R A N D U M

                                   April 2, 1997

     TO:    Peter Gleason, Senior Analyst
            Institutional Shareholder Services

     FROM:  Great Western Financial Corporation

               This memorandum is being submitted in response to your
     invitation that Great Western Financial Corporation ("Great
     Western") respond in writing to your draft analysis dated March
     31, 1997 (the "Draft Analysis") in connection with the pending
     solicitation of consents of Great Western stockholders by H.F.
     Ahmanson & Company ("Ahmanson").

               At the outset, we wish to express our strong
     disagreement with the recommendations of Institutional
     Shareholder Services ("ISS") with respect to Proposals 1, 3, 4
     and 5.  We do not intend to reiterate here the various issues we
     have discussed with ISS during the past weeks.  We do believe,
     however, that it is essential to recognize that any ISS
     recommendations in support of Ahmanson -- as well as any success
     Ahmanson may have in its consent solicitation -- will be actively
     and incorrectly portrayed by Ahmanson as an endorsement of
     Ahmanson's merger proposal.  We expect that this will be the case
     regardless of how many times ISS may state that its
     recommendations do not constitute a recommendation with respect
     to either (1) the relative merits of the Great Western/Washington
     Mutual, Inc. ("Washington Mutual") merger agreement and
     Ahmanson's merger proposal or (2) how stockholders should vote in
     connection with the election of directors at Great Western's
     Annual Meeting.

               The events of two days ago, March 31, 1997, are
     illustrative.

               Ahmanson has repeatedly stated that the consent
     solicitation constitutes a referendum on the Washington Mutual
     merger and the Ahmanson proposal.  For example, during an analyst
     presentation made on March 17, 1997, Ahmanson stated:  "We have a
     singular opportunity to demonstrate stockholder support of the
     [Ahmanson proposal] over the course of the next two weeks:  [the]
     [c]onsent solicitation process provides [an] opportunity for an
     early referendum on our offer..."  Having so laid the foundation,
     Ahmanson unleashed a carefully orchestrated and very misleading
     assault on March 31, 1997 as described below.

               That morning, Ahmanson ran an advertisement in The Wall
     Street Journal in which Ahmanson misleadingly stated:

       STOCKHOLDERS ARE STRONGLY SUPPORTING AHMANSON'S CONSENT PROPOSALS
       -----------------------------------------------------------------

               Our estimates show that more than 80 percent of
          the voted Great Western common shares support the
          Ahmanson consent solicitation, based on the returns to
          date.

               Nineteen of the twenty largest Great Western
          stockholders have voted FOR or indicated a vote FOR
          Ahmanson's consent proposals.

               Also, on March 31, Ahmanson issued a press release and
     sent to Great Western stockholders a mailgram, both of which
     contained a similar message.

               This was designed to mislead the market place, Great
     Western stockholders and the financial press into believing that
     an overwhelming majority of stockholders are supporting
     Ahmanson's merger proposal.  Not surprisingly, Ahmanson's tactic
     was successful and the financial press immediately portrayed
     Ahmanson's misleading assertions concerning its consent
     solicitation as indicating that stockholders overwhelmingly
     supported Ahmanson's merger proposal.

               Bloomberg News wrote, in an article which was reprinted
     in the April 1 issue of The New York Times:

              AHMANSON SAYS GREAT WESTERN INVESTORS FAVOR ITS BID
              ---------------------------------------------------

          H.F. Ahmanson & Company said yesterday that 80 percent
          of the shares of Great Western Financial Corporation
          voted so far in a referendum were in favor of its $6.18
          billion hostile takeover bid.  (Emphasis added)

          The following is a quote from a CNBC anchorman: 

          "[Ahmanson] says that more than 80% devoted [sic] Great
          Western shareholders support Ahmanson's $6.6 billion
          hostile takeover bid . . . Just this morning, Ahmanson
          said its offer is getting strong support and that 19 of
          20 of the biggest Great Western shareholders like their
          offer."  (Emphasis added) 

               Great Western issued a press release on March 31 in
     response to Ahmanson's mischaracterization of the results of the
     consent solicitation.  However, as the quotes above clearly show,
     the financial press was not deterred from printing Ahmanson's
     mischaracterization of the facts.

               In light of these events, we again emphasize our
     concern that Ahmanson will portray any recommendation by ISS, and
     any favorable action by stockholders on the consent proposals, as
     an endorsement of the Ahmanson merger proposal.

               In contrast to Ahmanson's course of conduct, we would
     reiterate that the Great Western Board of Directors (the "Board")
     has at all times acted in an informed and reasonable manner in
     furtherance of the best interests of Great Western's
     stockholders.  The Draft Analysis acknowledges that the Board's
     actions to date have added significant value for stockholders. 
     There is no reason for ISS to question the Board's actions to
     date, and the Board should continue to have maximum flexibility
     in responding to events as they occur.  For this reason and given
     Ahmanson's anticipated portrayal of ISS's recommendations,
     especially with respect to Proposals 1 and 3, as support for its
     merger proposal, we would urge that ISS reconsider its
     recommendations.

               With respect to the Draft Analysis we have a number of
     specific observations.  On page 3 of the Draft Analysis, there
     should be a footnote to 1996 Net Earnings and EPS (Primary) to
     indicate that such amounts include extraordinary charges and
     assessments.

               In the second full paragraph on page 8 of the Draft
     Analysis, we note that ISS has incorrectly characterized the
     current pricing formula utilized by Ahmanson as having "unlimited
     upside potential to the deal, but somewhat limited downside." 
     This statement is inaccurate because Ahmanson's pricing formula
     is a floating exchange ratio with a symmetrical collar.  If
     Ahmanson's stock price is below $41.67 (as it is now and has been
     since Ahmanson revised its proposal on March 17, 1997), the
     exchange ratio will be fixed at 1.2 shares.  In fact, given
     Ahmanson's current stock price, it is more accurate to say that
     Ahmanson's proposal has unlimited downside potential but somewhat
     limited upside.  To illustrate, since the announcement of the
     Ahmanson revised proposal on March 17, Ahmanson's stock price has
     decreased by $3.25 from $40.25 to $37 and the implied per share
     deal value has decreased by $3.90 ($3.25 multiplied by 1.2). 
     Conversely, Ahmanson's stock price would have to increase by over
     $8.00 from its current level in order for the lower end of the
     collar (1.1 shares) to be applicable, and only in the event of
     such a dramatic increase in Ahmanson's stock price would Great
     Western stockholders have unlimited upside.

               We also note that ISS states in the second full
     paragraph of page 8 of the Draft Analysis that the revised
     Ahmanson proposal was intended to target a $50.00 per share
     value.  However, on March 17, when Ahmanson announced its revised
     proposal, its last reported stock price was $40.25 and the
     implied per share value of its proposal was $48.30.  Despite
     having taken the unusual, if not unprecedented, step of
     announcing a transaction with an "out-of the-money" collar,
     Ahmanson was not in the least bit deterred from announcing that
     its proposal was intended to provide $50.00 per Great Western
     share and, indeed, the financial press reported Ahmanson's
     proposal as having a $50 value.  In reality, Ahmanson's proposal
     was not a $50 proposal when made, and to date never has been a
     $50 proposal.  This is yet another example of Ahmanson's
     carefully orchestrated effort to portray the facts as it deems
     desirable and in its own best interests.

               With respect to the discussion of record dates  in the
     third full paragraph of page 8 of the Draft Analysis, we note
     that the March 13, 1997 record date is only applicable to
     Proposals 3, 4 and 5, and that Ahmanson has not yet requested
     that the Board establish a record date for Proposals 1 and 2.

               With respect to the discussion of projected cost
     savings on page 9 of the Draft Analysis, we make the following
     observations.  First, Washington Mutual's projected cost savings
     are derived only in part from projected branch closings and, as a
     consequence, an analysis limited to branch overlaps is
     incomplete.  In fact, only approximately 30% of Washington
     Mutual's projected cost savings are expected to come from branch
     closings.  Washington Mutual expects to achieve additional cost
     savings from the closing of Great Western's headquarters and from
     the closing of 100 loan offices (where there is more overlap
     between Great Western's and Washington Mutual's operations than
     there is between those of Great Western and Ahmanson).  Further,
     Washington Mutual believes that it has an advantage over Ahmanson
     as a result of its superior and more compatible technology. 
     Second, Great Western estimates that Ahmanson has overstated its
     projected cost savings arising from branch closures by over $50
     million.  Third, Great Western and Washington Mutual believe it
     is inaccurate to characterize their proposed merger as a market
     extension.  There are significant in-market elements to the
     Washington Mutual merger as shown by the significant branch and
     loan office overlap between the two institutions.

               On page 11 of the Draft Analysis, the third sentence in
     the first full paragraph is factually incorrect.  The meetings
     referred to in that sentence commenced after the February 24,
     1997 Board meeting was held and not the week prior to the Board
     meeting. 

               On page 13 of the Draft Analysis, in the first full
     paragraph, it is stated that stockholders will have the
     opportunity to vote when a merger agreement is finalized.  We
     note that a definitive merger agreement between Great Western and
     Washington Mutual was finalized and executed in early March, and
     that Great Western stockholders will have the opportunity to vote
     on the merger after mailing of the Joint Proxy Statement/Prospectus.

               Great Western Financial Corporation ("Great Western")
     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 and a wholly-owned subsidiary of
     Washington Mutual, Inc. ("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 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:  Stephen F. Adams, Bruce F.
     Antenberg, Barry R. Barkley, 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.

               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 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 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, Alex Sun,
     Christopher Del-Moral Niles and Kavita Gupta.  In the normal
     course of their respective businesses Goldman Sachs and Merrill
     Lynch regularly buy and sell securities issued by Great Western
     and its affiliates ("Great Western Securities") and Washington
     Mutual and its affiliates ("Washington Mutual Securities") for
     its own account and for the accounts of its customers, which
     transactions may result from time to time 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 March 31, 1997, Goldman
     Sachs held positions in Great Western Securities and Washington
     Mutual Securities as principal as follows:  (i) net "long" 18,173
     of Great Western's common shares; (ii) net "long" $1 million of
     Great Western's deposit notes; and (iii) net "long" 1,098 of
     Washington Mutual's common shares.  As of March 31, 1997, Merrill
     Lynch had positions in Great Western Securities and Washington
     Mutual Securities as principal as follows:  (i) net "long" 6,026
     of Great Western's common shares;  (ii) net "long" 150 shares of
     Great Western's 8.30% preferred stock; and (iii) net "long" 1,526
     of Washington Mutual's common shares.

               Other participants in the solicitation include
     Washington Mutual and may include the directors of Washington
     Mutual (Douglas P. Beighle, David Bonderman, Herbert M. Bridge,
     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, Louis H.
     Pepper, William G. Reed, Jr. and James H. Stever); the following
     executive officers of Washington Mutual:  Lee 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, JoAnn 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.  The Washington Mutual 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 persons related to it 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 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 Washington Mutual Securities
     and 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 March 31, 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" 12,629 of Great Western's common shares; and (v) net
     "long" 160,000 shares of Great Western's 8.30% preferred stock.

EX-99

     MERGER
                                   BULLETIN

     April 1, 1997                                    Vol. 1  Number 2

     To All Employees

               AHMANSON ANNOUNCEMENT AND ADVERTISEMENT CLARIFIED

     Yesterday, H.F. Ahmanson issued a news release and advertisement
     stating that "more than 80 percent of the voted Great Western
     Financial common shares support the Ahmanson consent
     solicitation, based on returns to date" and that "nineteen of the
     twenty largest Great Western stockholders have voted for or have
     indicated a vote for Ahmanson's consent proposals."  As you may
     recall, Ahmanson is seeking consents in favor of three By-law
     amendments and two non-binding advisory resolutions, including a
     resolution urging the Great Western Board of Directors to
     negotiate with, and open its books to, Ahmanson.

     In response, Great Western distributed its own news release
     yesterday, stating that Ahmanson had mischaracterized the current
     results of its consent solicitation.  Great Western's response
     emphasized the following points:

     o    Ahmanson's attempt to mischaracterize the results of its
          pending consent solicitation is another example of
          Ahmanson's efforts to draw attention away form its inferior
          merger proposal.

     o    An overwhelming majority of Great Western stockholders have
          not consented to Ahmanson's proposed resolutions and
          amendments to Great Western's By-laws.

     o    Most stockholders who do not support the proposed
          resolutions or By-law amendments simply do not vote.  As a
          result, Ahmanson's claim that a significant percentage of
          the 'voted' shares have supported its consent is misleading.

     o    Great Western remains strongly committed to its strategic
          merger agreement with Washington Mutual.


          Great Western Financial Corporation ("Great Western") 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 and a wholly-owned subsidiary of
     Washington Mutual, Inc. ("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 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:  Stephen F. Adams, Bruce F.
     Antenberg, Barry R. Barkley, 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.

               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 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 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, Alex Sun,
     Christopher Del-Moral Niles and Kavita Gupta.  In the normal
     course of their respective businesses Goldman Sachs and Merrill
     Lynch regularly buy and sell securities issued by Great Western
     and its affiliates ("Great Western Securities") and Washington
     Mutual and its affiliates ("Washington Mutual Securities") for
     its own account and for the accounts of its customers, which
     transactions may result from time to time 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 March 31, 1997, Goldman
     Sachs held positions in Great Western Securities and Washington
     Mutual Securities as principal as follows:  (i) net "long" 18,173
     of Great Western's common shares; (ii) net "long" $1 million of
     Great Western's deposit notes; and (iii) net "long" 1,098 of
     Washington Mutual's common shares.  As of March 31, 1997, Merrill
     Lynch had positions in Great Western Securities and Washington
     Mutual Securities as principal as follows:  (i) net "long" 6,026
     of Great Western's common shares;  (ii) net "long" 150 shares of
     Great Western's 8.30% preferred stock; and (iii) net "long" 1,526
     of Washington Mutual's common shares.

               Other participants in the solicitation include
     Washington Mutual and may include the directors of Washington
     Mutual (Douglas P. Beighle, David Bonderman, Herbert M. Bridge,
     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, Louis H.
     Pepper, William G. Reed, Jr. and James H. Stever); the following
     executive officers of Washington Mutual:  Lee 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, JoAnn 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.  The Washington Mutual 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 persons related to it 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 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 Washington Mutual Securities
     and 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 March 31, 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" 12,629 of Great Western's common shares; and (v) net
     "long" 160,000 shares of Great Western's 8.30% preferred stock.