GREAT WESTERN FINANCIAL CORP
DEFA14A, 1997-02-28
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                         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)
{_}Definitive Proxy Statement (Revocation of Consent Statement)
{_}Definitive Additional Materials
{X}Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

                   GREAT WESTERN FINANCIAL CORPORATION
                -----------------------------------------
             (Name of Registrant as specified in its charter)

                   GREAT WESTERN FINANCIAL CORPORATION
                -----------------------------------------
                (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 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:   ___________________________________________________




                                                        IMMEDIATE RELEASE
                                                        February 28, 1997


Contact:       Ian Campbell (818) 775-3773
               Charlie Coleman (818) 775-3766


                      GREAT WESTERN ISSUES STATEMENT

        CHATSWORTH, Calif. -- In response to inquiries, Great Western
Financial Corporation (NYSE: GWF) today issued the following statement:

               "H.F. Ahmanson has misrepresented the result of the
informal conference held in chambers yesterday with Vice Chancellor
Jacobs. At that conference, the Court made no rulings and entered no
orders concerning the legality of H.F. Ahmanson's proposed by-law. The
Court stated that it would resolve the question of the legality of the
proposed by-law on an expedited basis as soon as the issue becomes
relevant."

               With assets of $42.9 billion, Great Western Financial
Corporation is a diversified financial services company operating more
than 1,150 mortgage lending, retail banking, and consumer finance offices
nationwide. Great Western's principal subsidiary, Great Western Bank, is
a mortgage-oriented consumer bank with banking branch networks in
California and Florida.

               Great Western and certain other persons named below may be
deemed to be participants in the solicitation of revocations of
consents in response to Ahmanson's consent solicitation. 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 (Executive Vice President, Secretary and General
Counsel), Carl F. Geuther (Vice Chairman and Chief Financial Officer),
Michael M. Pappas (Vice Chairman and President, Consumer Finance
Division), A. William Schenck III (Vice Chairman), Ray W. Sims
(Executive Vice President), and Jaynie M. Studenmund (Executive Vice
President); and the following other members of management of Great
Western: Stephen F. Adams (First Vice President, Associate General
Counsel and Assistant Secretary), Bruce F. Antenberg (Senior Vice
President-Finance, Treasurer and Assistant Secretary), Barry R. Barkley
(Senior Vice President and Controller), Ian D. Campbell (Senior Vice
President), Charles Coleman (Vice President, Great Western Bank), Allen
D. Meadows (Senior Vice President, Great Western Bank), and John A.
Trotter (First Vice President, Great Western Bank).

               As of the date of this communication, James F. Montgomery
and John F. Maher beneficially owned 605,488 shares and 611,762 shares of
Great Western common stock, respectively (including shares subject to
stock options exercisable within 60 days). The remaining participants do
not beneficially own, individually or in the aggregate, in excess of 1%
of Great Western's equity securities.




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