SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                                        
                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the registrant  / /

Filed by a party other than the registrant  /x/

Check the appropriate box:

   / /   Preliminary proxy statement      / /   Confidential, for Use of the
                                                Commission Only (as permitted by
   / /   Definitive proxy statement             Rule 14a-6(e)(2))

   / /   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)
                                        
                            H. F. AHMANSON & COMPANY
                   (Name of Person(s) Filing Proxy Statement)

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:
      
      (4)   Proposed maximum aggregate value of transaction:
      
      (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:



                THE AHMANSON PROPOSAL TO MERGE WITH GREAT WESTERN
                -------------------------------------------------

On February 18, 1997, H. F. Ahmanson & Company, the parent of Home Savings of
America, announced a proposal to combine with Great Western Financial to create
one of the nation's leading and most competitive financial institutions.  The
combined entity, which would have total assets of approximately $93 billion,
would be headquartered in Greater Los Angeles.

For the customers and communities Home Savings and Great Western serve, the
combination of Ahmanson and Great Western would hold many benefits, including:

*     Providing Greater Los Angeles with a major financial services
      -------------------------------------------------------------
      headquarters.  The area has lost the headquarters of First Interstate and
      ------------
      Security Pacific in recent years to out-of-market acquirers.  Combining
      two venerable Los Angeles-area financial institutions would solidify the
      region's standing as one of the world's leading financial centers.

*     Significantly expanding the range of services and conveniences we offer
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      customers.  Together we can offer customers more branch locations than
      ---------
      either Home Savings or Great Western can today.  Our merger will also
      enable us to move more quickly to provide new consumer and small business
      services.

*     Introducing greater competition to the financial services marketplace.
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      More competition means better service and lower prices.  Combined, Home
      Savings and Great Western will increase the competitive pressure on the
      state's largest banks to the benefit of all banking customers.

*     Strengthening the bond between communities and their banks.  Home Savings
      ----------------------------------------------------------
      and Great Western have served California communities for more than a
      century, and we each have "outstanding" Community Reinvestment Act (CRA)
      records.  As Home Savings' CRA commitment demonstrates, we will remain a
      strong and dedicated financial resource to our shared community in the
      years to come.  And combined with Great Western, our commitment will grow
      to reflect our size.


              SHARES OF GREAT WESTERN FINANCIAL CORPORATION ("GWF")
                  COMMON STOCK HELD BY H. F. AHMANSON & COMPANY
               ("AHMANSON"), ITS DIRECTORS AND EXECUTIVE OFFICERS
            AND CERTAIN EMPLOYEES, OTHER REPRESENTATIVES OF AHMANSON
              AND CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES OR
                 CONSENTS, AND CERTAIN TRANSACTIONS BETWEEN ANY
                                 OF THEM AND GWF

Ahmanson and certain other persons named below may solicit proxies (a) to elect
three nominees and one or more alternate nominees (the "Nominees") as directors
of GWF at the annual meeting of stockholders of GWF to be held on a date to be
announced (the "Annual Meeting") and (b) in favor of the adoption at the Annual
Meeting of a non-binding stockholder resolution and seven proposals to amend the
By-laws of GWF.  Ahmanson and certain other persons named below are also
soliciting consents from stockholders of GWF to approve proposals, without a
stockholders' meeting, to adopt non-binding resolutions of stockholders and
amendments to the By-laws of GWF.  The participants in this solicitation may
include Ahmanson; the directors of Ahmanson (Byron Allumbaugh, Harold A. Black,
Richard M. Bressler, David R. Carpenter, Phillip D. Matthews, Richard L. Nolan,
Delia M. Reyes, Charles R. Rinehart, Frank M. Sanchez, Elizabeth A. Sanders,
Arthur W. Schmutz, William D. Schulte, and Bruce G. Willison); the following
executive officers and employees of Ahmanson or its subsidiaries:  Kevin M.
Twomey (Senior Executive Vice President and Chief Financial Officer), Madeleine
A. Kleiner (Senior Executive Vice President, Chief Administrative Officer and
General Counsel), Anne-Drue M. Anderson (Executive Vice President and
Treasurer), Tim S. Glassett (First Vice President and Assistant General
Counsel), Linda McCall (Senior Vice President and Director of Corporate Taxes),
Stephen A. Swartz (Senior Vice President and Director of Investor Relations),
Barbara Timmer (Senior Vice President and Director of Government and Legislative
Affairs), Mary A. Trigg (Senior Vice President and Director of Public
Relations), Eric Warmstein (Senior Vice President and Director of Corporate
Development), Samantha Davies (Vice President of Public Relations), Adrian
Rodriguez (Vice President of Public Relations), and Peter Bennett (Assistant
Vice President of Public Relations); and the following Nominees: Lawrence A. Del
Santo, Robert T. Gelber, Wolfgang Schoellkopf, Hugh M. Grant and John E. Merow.

As of March 18, 1997, Ahmanson is the beneficial owner of 2,344,800 shares of
GWF Common Stock.  Other than Mr. Gelber, who owns 332 shares of GWF Common
Stock, none of the Nominees is the beneficial owner of any GWF Common Stock.

Other than set forth herein, as of March 18, 1997, neither Ahmanson nor any of
its directors, executive officers or other representatives or employees of
Ahmanson, any Nominees or other persons known to Ahmanson, who may solicit
proxies has any security holdings in GWF.  Ahmanson disclaims beneficial
ownership of any securities of GWF held by any pension plan or other employee
benefit plan of Ahmanson or by any affiliate of Ahmanson.  Ahmanson further
disclaims beneficial ownership of any securities of GWF held by Ahmanson or any
of its subsidiaries for the benefit of third parties or in customer or fiduciary
accounts in the ordinary course of business.

Although Credit Suisse First Boston Corporation ("CSFB") and Montgomery
Securities ("Montgomery"), financial advisors to Ahmanson, do not admit that
they or any of their directors, officers, employees or affiliates are a
"participant," as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934 by the Securities and Exchange Commission, or that such
Schedule 14A requires the disclosure of certain information concerning CSFB or
Montgomery, CSFB and Montgomery may assist Ahmanson in such a solicitation.
Each of CSFB and Montgomery engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional and
individual clients.  In the normal course of their respective businesses, each
of CSFB and Montgomery may trade securities of GWF for their own account and the
account of their customers and, accordingly, may at any time hold a long or
short position in such securities.  As of March 18, 1997, CSFB held a net short
position of 2,676 shares of GWF common stock and Montgomery held no shares of
GWF common stock.

Except as disclosed above, to the knowledge of Ahmanson, none of Ahmanson, the
directors or executive officers of Ahmanson, the employees or other
representatives of Ahmanson who may participate in this solicitation or the
Nominees named above has any interest, direct or indirect, by security holdings
or otherwise, in GWF.