SC 14D9/A

    As filed with the Securities and Exchange Commission on May 28, 1997


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                       -----------------------------

                              Amendment No. 6
                                     To
                               Schedule 14D-9
                   Solicitation/Recommendation Statement
                    Pursuant to Section 14(d)(4) of the
                      Securities Exchange Act of 1934

                       -----------------------------

                               GREAT WESTERN
                           FINANCIAL CORPORATION
                         (Name of Subject Company)

                               GREAT WESTERN
                           FINANCIAL CORPORATION
                     (Name of Person Filing Statement)

                  Common Stock, Par Value $1.00 Per Share
        (Including the accompanying Preferred Stock Purchase Rights)
                       (Title of Class of Securities)

                                 391442100
                   (CUSIP Number of Class of Securities)

                       -----------------------------

                           J. Lance Erikson, Esq.
          Executive Vice President, Secretary and General Counsel
                    Great Western Financial Corporation
                            9200 Oakdale Avenue
                        Chatsworth, California 91311
                               (818) 775-3411
               (Name, Address and Telephone Number of Person
              Authorized to Receive Notices and Communications
                 on Behalf of the Person Filing Statement)

                       -----------------------------

                                  Copy to:

                          Peter Allan Atkins, Esq.
                          Fred B. White III, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                              919 Third Avenue
                          New York, New York 10022
                               (212) 735-3000



        Great Western Financial Corporation ("Great Western") hereby amends
and supplements its statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission on May 20, 1997, as amended by Amendment
No. 1 through Amendment No. 5 thereto.

Item 9. Material to be Filed as Exhibits.

        The following Exhibits are filed herewith:

Exhibit 36: Newspaper Advertisement, dated May 28, 1997.



                                 SIGNATURE

        After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

                                    GREAT WESTERN FINANCIAL CORPORATION


                                    By: /s/ J. Lance Erikson
                                         J. Lance Erikson
                                         Executive Vice President, Secretary
                                         and General Counsel


Dated:  May 28, 1997

EX-99

                                                                 Exhibit 36

[Newspaper Advertisement]

To All Great Western Stockholders:


                               AFTER 100 DAYS
                            THE END IS IN SIGHT


In mid-February, H. F. Ahmanson & Company made an unsolicited proposal to
acquire Great Western Financial Corporation. Your Board responded by
finding a superior merger with Washington Mutual, Inc. Now, 100 days later,
the end is in sight. With your vote and the receipt of regulatory
approvals, which are expected shortly, you can be in a position to RECEIVE
YOUR WASHINGTON MUTUAL SHARES BY EARLY JULY.

        o  On June 13 -- in just 16 days -- you will have the opportunity
           to vote on and approve Great Western's strategic merger with
           Washington Mutual.

        o  Both companies continue to move forward toward consummating
           the merger. Our joint proxy statement/prospectus has been sent
           to stockholders -- and GREAT WESTERN AND WASHINGTON MUTUAL ARE
           ON A FAST TRACK TOWARD DELIVERING TO STOCKHOLDERS THE BENEFITS
           OF THE MERGER.

        o  On May 20, the Office of Thrift Supervision declared that
           Washington Mutual's application to acquire Great Western was
           informationally complete. THIS IS YET ANOTHER IMPORTANT STEP
           TOWARD REGULATORY APPROVAL, WHICH WE EXPECT BY LATE JUNE OR
           EARLY JULY.

        o  After the merger closes, it is anticipated that Washington
           Mutual would integrate the two companies quickly and begin to
           achieve the expected cost savings, operating efficiencies and
           revenue enhancements. WASHINGTON MUTUAL HAS A LONG TRACK RECORD
           OF SUCCESSFULLY INTEGRATING BOTH IN-MARKET AND OUT-OF-MARKET
           ACQUISITIONS OF BANKS AND THRIFTS OF VARYING SIZES.


Remember, Ahmanson has gone to Court in an effort to prevent you from
voting on the merger on June 13. IF AHMANSON HAD ITS WAY, THE MERGER VOTE
WOULD BE DELAYED UNTIL LATE SUMMER -- POSSIBLY UNTIL AFTER LABOR DAY -- and
your opportunity to receive your Washington Mutual shares in the merger
could be delayed for MONTHS!




                          PROTECT YOUR INVESTMENT.
                 VOTE THE GREEN AND GOLD PROXY CARDS TODAY!

                     GREAT WESTERN/WASHINGTON MUTUAL--
        SUPERIOR MERGER . . . SUPERIOR PARTNER . . . SUPERIOR VALUE

                            [Great Western logo]

May 28, 1997

                                 IMPORTANT

 If you have any questions, please call our solicitor, GEORGESON & COMPANY INC.
    Call toll free: 800-223-2064. Banks and brokers call: 212-449-9800.