AHMANSON H F & CO /DE/
10-Q/A, 1995-10-27
SAVINGS INSTITUTION, FEDERALLY CHARTERED
Previous: AHMANSON H F & CO /DE/, 10-Q/A, 1995-10-27
Next: GMO TRUST, NSAR-A, 1995-10-27



<PAGE>





                                FORM 10-Q/A

                               AMENDMENT NO. 1

                     SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.   20549

        (X)       QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

               for the quarterly period ended June 30, 1995

                                     OR

            ( )  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

         for the transition period from              to 
                                         ------------    ------------
         Commission File Number                        1-8930
                                                   ------------------

                           H. F. AHMANSON & COMPANY 
            -----------------------------------------------------   
            (Exact name of registrant as specified in its charter)

                 Delaware                               95-0479700    
       ------------------------------                 ---------------
      (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)                Identification No.)

      4900 Rivergrade Road, Irwindale, California              91706    
      -------------------------------------------            ---------   
     (Address of principal executive offices)                (Zip Code)

      Registrant's telephone number, including area code. (818) 960-6311
                                                           -------------
                      Exhibit Index appears on page:    30
                                                     
               Total number of sequentially numbered pages:    31
                                                             
Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 and 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

Yes   X   No    .
    ----    ----    
Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of June 30, 1995:  $.01 par value - 117,482,087 shares.



<PAGE>
                           EXPLANATORY NOTE

     This amendment to Form 10-Q on Form 10-Q/A has been prepared to reflect 
the Registrant's adoption of Statement of Financial Accounting Standards No. 
72, "Accounting for Certain Acquisitions of Banking or Thrift Institutions," 
effective January 1, 1995 for goodwill related to acquisitions prior to 
September 30, 1982.  The resulting revisions are applicable to Part I - 
Financial Information and Exhibits 11 and 27.  No other previously filed parts 
or exhibits were affected.



<PAGE>
                     PART I.      FINANCIAL INFORMATION



Item 1. Financial Statements.
        --------------------

     The financial statements included herein have been prepared by the 
Registrant, without audit, pursuant to the rules and regulations of the 
Securities and Exchange Commission.  In the opinion of the Registrant, all 
adjustments (which include only normal recurring adjustments) necessary to 
present fairly the results of operations for the periods covered have been 
made.  Certain information and note disclosures normally included in 
financial statements prepared in accordance with generally accepted 
accounting principles have been condensed or omitted pursuant to such rules 
and regulations, although the Registrant believes that the disclosures are 
adequate to make the information presented not misleading.
     It is suggested that these condensed financial statements be read in 
conjunction with the financial statements and the notes thereto included in 
the Registrant's latest annual report on Form 10-K.  The results for the 
periods covered hereby are not necessarily indicative of the operating 
results for a full year.


<PAGE>
H. F. AHMANSON & COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(in thousands)
<TABLE>
<CAPTION>



Assets                                            June 30, 1995     December 31, 1994  
- ------                                            -------------     -----------------
<S>                                               <C>                   <C> 
Cash and amounts due from banks                   $   687,257           $   782,678
Securities purchased under 
  agreements to resell                              1,099,000               952,000
Other short-term investments                           24,108               311,942
                                                  -----------           -----------
  Total cash and cash equivalents                   1,810,365             2,046,620
Other investment securities held to
  maturity [market value $259,463
  (June 30, 1995) and $270,187
  (December 31, 1994)]                                259,332               276,945
Other investment securities available
  for sale [amortized cost $9,197
  (June 30, 1995) and $10,670
  (December 31, 1994)]                                  9,159                10,117
Investment in stock of Federal Home 
  Loan Bank (FHLB)                                    472,872               439,891
Mortgage-backed securities (MBS) 
  held to maturity [market value
  $17,604,863 (June 30, 1995) and
  $10,013,827 (December 31, 1994)]                 17,358,836            10,339,864   
MBS available for sale [amortized cost
  $879,860 (June 30, 1995) and
  $2,539,504 (December 31, 1994)]                     881,146             2,449,556
Loans receivable less allowance for 
  losses of $389,927 (June 30, 1995) and
  $400,232 (December 31, 1994)                     30,445,955            35,992,566
Loans held for sale [market value
  $125,015 (June 30, 1995) and
  $9,192 (December 31, 1994)]                         123,415                 9,179 
Accrued interest receivable                           153,699               212,947
Real estate held for development and 
  investment (REI) less allowance for
  losses of $331,143 (June 30, 1995) and
  $333,825 (December 31, 1994)                        313,918               313,316
Real estate owned held for sale (REO) 
  less allowance for losses of 
  $35,824 (June 30, 1995) and
  $44,726 (December 31, 1994)                         191,524               161,948   
Premises and equipment                                624,988               614,817
Goodwill and other intangible assets                  270,787               468,542
Other assets                                          289,926               314,853
Income taxes                                           35,761                74,621
                                                  -----------           -----------
                                                  $53,241,683           $53,725,782
                                                  ===========           ===========

Liabilities and Stockholders' Equity
- ------------------------------------
Deposits                                          $42,988,665           $40,655,016
Short-term borrowings under agreements 
  to repurchase securities sold                       526,389             2,253,805
Other short-term borrowings                             3,452               100,000
FHLB and other borrowings                           6,169,705             6,822,280
Other liabilities                                     722,460               930,080
                                                  -----------           -----------
  Total liabilities                                50,410,671            50,761,181
Stockholders' equity                                2,831,012             2,964,601
                                                  -----------           -----------
                                                  $53,241,683           $53,725,782
                                                  ===========           ===========
</TABLE>


<PAGE>
H. F. AHMANSON & COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(dollars in thousands except per share data)
<TABLE>
<CAPTION>

                                                        For the Three Months Ended       For the Six Months Ended
                                                                June 30,                         June 30,
                                                       ---------------------------      ---------------------------
                                                          1995            1994             1995            1994
                                                       -----------     -----------      -----------     -----------
<S>                                                    <C>             <C>              <C>             <C> 
Interest income:
  Interest on real estate loans                        $   615,281     $   548,572      $ 1,246,072     $ 1,135,715
  Interest on MBS                                          294,383         160,406          514,470         284,572
  Interest and dividends on investments                     39,901          33,722           83,006          61,165
                                                       -----------     -----------      -----------     -----------
      Total interest income                                949,565         742,700        1,843,548       1,481,452
                                                       -----------     -----------      -----------     -----------

Interest expense:
  Deposits                                                 484,778         287,315          924,236         578,362
  Short-term borrowings                                     45,143          52,441           94,661          95,776
  FHLB and other borrowings                                109,469          66,063          219,232         119,828
                                                       -----------     -----------      -----------     -----------
      Total interest expense                               639,390         405,819        1,238,129         793,966
                                                       -----------     -----------      -----------     -----------
      Net interest income                                  310,175         336,881          605,419         687,486
Provision for loan losses                                   25,465          33,069           52,009         108,581
                                                       -----------     -----------      -----------     ----------- 
      Net interest income after 
        provision for loan losses                          284,710         303,812          553,410         578,905
                                                       -----------     -----------      -----------     -----------
Other income:
  Gain on sales of MBS                                       8,677            -               9,280           4,868
  Gain (loss) on sales of loans                              1,779          (6,254)           2,010         (10,035)
  Loan servicing income                                     14,896          14,994           27,862          31,018
  Other fee income                                          26,382          27,414           50,354          54,299 
  Gain on sales of investment securities                       102            -                 112            -
  Other operating income                                     1,584             725             (216)          2,150
                                                       -----------     -----------      -----------     -----------
                                                            53,420          36,879           89,402          82,300 
                                                       -----------     -----------      -----------     -----------
Other expenses:
  General and administrative expenses (G&A)                201,305         185,913          384,057         377,682 
  Operations of REI                                          2,621           4,775            3,708          10,292
  Operations of REO                                         19,605          21,857           40,658          48,935 
  Amortization of goodwill and other
    intangible assets                                        6,934           5,750           13,845          11,981
                                                       -----------     -----------      -----------     -----------
                                                           230,465         218,295          442,268         448,890
                                                       -----------     -----------      -----------     -----------
Earnings before provision for income taxes and
  cumulative effect of accounting change                   107,665         122,396          200,544         212,315 
Provision for income taxes                                  43,276          48,855           83,305          83,419 
                                                       -----------     -----------      -----------     -----------
Earnings before cumulative effect of accounting change      64,389          73,541          117,239         128,896
Cumulative effect of change in accounting for goodwill        -               -            (234,742)           - 
                                                       -----------     -----------      -----------     -----------
Net earnings (loss)                                    $    64,389     $    73,541      $  (117,503)    $   128,896 
                                                       ===========     ===========      ===========     ===========
Earnings (loss) per common share - primary:
  Earnings before cumulative effect of accounting
     change                                            $      0.44     $      0.52      $      0.78     $      0.88
  Cumulative effect of change in accounting for
     goodwill                                                  -               -              (2.00)            -
                                                       -----------     -----------      -----------     -----------
  Net earnings (loss)                                  $      0.44     $      0.52      $     (1.22)    $      0.88 
                                                       ===========     ===========      ===========     ===========
Earnings (loss) per common share - fully diluted:
  Earnings before cumulative effect of accounting
     change                                            $      0.43     $      0.51      $      0.78     $      0.87
  Cumulative effect of change in accounting for
     goodwill                                                  -               -              (2.00)            -
                                                       -----------     -----------      -----------     -----------
  Net earnings (loss)                                  $      0.43     $      0.51      $     (1.22)    $      0.87 
                                                       ===========     ===========      ===========     ===========

Common shares outstanding, weighted average:
  Primary                                              118,054,317     117,198,628      117,329,168     117,205,981    
  Fully diluted                                        129,932,055     129,071,985      117,329,168     129,102,867


Return on average assets                                     0.47%           0.58%           (0.43)%          0.51% 
Return on average equity                                     9.17%           9.97%           (8.35)%          8.72%
Return on average tangible equity*                          11.05%          12.51%           10.14%         11.12% 
Ratio of G&A expenses to average assets                      1.47%           1.46%            1.40%           1.49%

<FN>
*Net earnings excluding amortization of goodwill and other intangible assets, and cumulative effect of the change
 in accounting for goodwill, as a percentage of average equity excluding goodwill and other intangible assets.
</TABLE>


<PAGE>
H. F. AHMANSON & COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
<TABLE>
<CAPTION>



                                                                                 For The Six
                                                                            Months Ended June 30,  
                                                                           ------------------------
                                                                              1995         1994
                                                                           -----------  -----------
<S>                                                                        <C>          <C>
Cash flows from operating activities:
 Net earnings (loss)                                                       $  (117,503) $   128,896            
 Adjustments to reconcile net earnings (loss) to net cash
  provided by (used in) operating activities:          
   Provision for losses on loans and real estate                                71,533      136,495
   Cumulative effect of change in accounting for goodwill                      234,742         -
   Proceeds from sales of loans originated for sale                            239,438      472,155
   Loans originated for sale                                                  (312,334)    (329,411)   
   Increase (decrease) in other liabilities                                   (224,482)      74,171
   Other, net                                                                   16,989      152,933 
                                                                           -----------  -----------
    Net cash provided by (used in) operating activities                        (91,617)     635,239
                                                                           -----------  -----------       

Cash flows from investing activities:
 Proceeds from sales of MBS available for sale                               1,575,783      405,069 
 Proceeds from sales of nonaccrual loans                                          -          57,700
 Principal payments on MBS                                                     487,583      574,186 
 Principal payments on loans                                                   766,986    1,741,861   
 Loans originated for investment (net of refinances)                        (2,812,001)  (4,413,198)         
 MBS purchased                                                                    (458)    (518,810)
 Loans purchased                                                               (40,376)      (1,898) 
 Proceeds from maturities of other investment securities                        22,627         -
 Proceeds from sales of investment securities available for sale                   165         -
 Other investment securities purchased                                          (3,460)    (332,630)
 Proceeds from sales of REO                                                    155,041      150,895 
 Other, net                                                                    (75,087)      75,829 
                                                                           -----------  -----------
    Net cash provided by (used in) investing activities                         76,803   (2,260,996)   
                                                                           -----------  -----------
Cash flows from financing activities:
 Net increase (decrease) in deposits                                         1,044,545     (387,110)
 Net deposits purchased                                                      1,289,104         -    
 Net increase (decrease) in borrowings maturing in 90 days or less          (1,823,964)     450,884
 Proceeds from other borrowings                                                122,176    2,110,162  
 Repayment of other borrowings                                                (776,514)  (1,549,564) 
 Dividends to stockholders                                                     (76,788)     (76,654) 
                                                                           -----------  -----------
    Net cash provided by (used in) financing activities                       (221,441)     547,718
                                                                           -----------  -----------
Net decrease in cash and cash equivalents                                     (236,255)  (1,078,039)

Cash and cash equivalents at beginning of period                             2,046,620    3,530,128
                                                                           -----------  -----------
Cash and cash equivalents at end of period                                 $ 1,810,365  $ 2,452,089
                                                                           ===========  ===========
</TABLE>


<PAGE>
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS



                             BASIS OF PRESENTATION

     The preceding Condensed Consolidated Financial Statements present 
financial data of H. F. Ahmanson & Company and Subsidiaries.  As used herein 
"Ahmanson" means H. F. Ahmanson & Company, a Delaware corporation, and the 
"Company" means Ahmanson and its subsidiaries.  The Company is one of the 
largest residential real estate-oriented financial services companies in the 
United States, and is principally engaged in the savings bank business and 
related financial service activities.  Home Savings of America, FSB ("Home 
Savings"), a wholly owned subsidiary of Ahmanson, is currently the largest 
savings institution in the United States.  Certain amounts in prior periods' 
financial statements have been reclassified to conform to the current 
presentation.

                                   OVERVIEW

     For the second quarter of 1995, the Company recorded net earnings of 
$64.4 million, or $0.43 per fully diluted common share, a decline of $9.2 
million from the second quarter of 1994, but an increase of $246.3 million 
from a loss in the first quarter of 1995.  The Company adopted Statement of 
Financial Accounting Standard ("SFAS") No. 72, "Accounting for Certain 
Acquisitions of Banking or Thrift Institutions," as of January 1, 1995.  The 
overall impact on the Company's financial statements of adopting SFAS No. 72 
was the elimination of goodwill related to the Company's thrift institution 
acquisitions prior to September 30, 1982.  The adoption resulted in the 
restatement of earnings previously reported of $62.2 million, or $0.42 per 
fully diluted common share in the second quarter of 1995 to $64.4 million, or 
$0.43 per fully diluted common share.  Second quarter net earnings when 
compared to the first quarter of 1995 also reflected higher net interest 
income, due mainly to an expansion of 11 basis points in the net interest 
margin, higher gains on sales of loans and mortgage-backed securities and 
moderately lower credit costs.  Partially off-setting these factors were 
higher general and administrative expenses.

     In the first six months of 1995, the Company had a net loss of $117.5 
million, or $1.22 per fully diluted common share, compared to $128.9 million 
or $0.87 per fully diluted common share in the first six months of 1994.  The 
Company's adoption of SFAS No. 72 resulted in a restatement of earnings 
previously reported for the first six months of 1995 from $112.9 million, or 
$0.78 per fully diluted common share, to the loss of $117.5 million or $1.22 
per fully diluted common share.

     Net interest income totaled $310.2 million in the second quarter of 1995 
compared to $336.9 million in the second quarter of 1994 and $295.2 million in 
the first quarter of 1995.  For the second quarter of 1995, the net interest 
margin was 2.38% compared to 2.81% in the second quarter of 1994 and 2.27% in 
the first quarter of 1995.  At June 30, 1995 the net interest margin was 
2.45%.  The Company's funding costs have remained relatively stable, while the 
11th District Cost of Funds Index, to which most of the Company's assets are 
tied, continued to rise reflecting increases in funding costs in earlier 
months.  This has lessened the negative effect of the repricing of this 
lagging index that the Company experienced late last year and in the first 
quarter of 1995 when market rates were rising rapidly.



<PAGE>
ASSET QUALITY

     At June 30, 1995, nonperforming assets totaled $898.4 million, or 1.69% 
of total assets, compared to $943.2 million or 1.83% of total assets at June 
30, 1994, and $878.6 million, or 1.64% of total assets, at March 31, 1995.  
Troubled debt restructurings totaled $141.3 million at June 30, 1995.  The 
Company's ratio of allowances for losses to nonperforming assets was 45.6% at 
June 30, 1995, compared to 50.5% at June 30, 1994, and 46.7% at March 31, 
1995.

     During the second quarter of 1995, the Company provided $25.5 million for 
loan losses, compared to $33.1 million in the second quarter of 1994 and $26.5 
million in the first quarter of 1995.  Net loan charge-offs for the second 
quarter totaled $26.6 million, compared to $39.1 million in the second quarter 
of 1994, and $35.7 million in the first quarter of 1995.

     Real estate development assets, net of the allowance for losses, totaled 
$313.9 million at June 30, 1995, compared to $411.9 million at June 30, 1994, 
and $323.2 million at March 31, 1995.  The allowance for losses on real estate 
development assets totaled $331.1 million, or 51.3% of gross real estate 
assets at June 30, 1995.

OTHER INCOME

     In the second quarter of 1995, other income was $53.4 million, compared 
to $36.9 million in the second quarter of 1994, and $36.0 million in the first 
quarter of 1995.  The Company's other income was bolstered by $10.5 million 
from the gains on the sale of loans and mortgage-backed securities.  All fixed 
rate loans are originated for sale.  The Company sold $1.4 billion in 
adjustable rate mortgage-backed securities available for sale at a gain of 
$8.7 million, in preparation for the sale of its New York deposit franchise to 
GreenPoint Bank.

     Effective April 1, 1995, the Company adopted SFAS No. 122, "Accounting 
for Mortgage Servicing Rights, an Amendment to FASB No 65."  The overall 
impact on the Company's financial statements of adopting SFAS No. 122 was an 
increase in net earnings for the quarter and first six months of 1995 of $1.2 
million, or $0.01 per fully diluted common share.  Results from prior periods 
have not been restated.

OTHER EXPENSES

     G&A expenses totaled $201.3 million in the second quarter of 1995, 
compared to $185.9 million in the second quarter of 1994 and $182.8 million in 
the first quarter of 1995.  The majority of the increase in G&A, compared to 
the first quarter of 1995, was due to costs associated with various new 
business development efforts currently underway, the acquisition and operating 
costs of new branch systems, and the fact that the first quarter of 1995 
included a rebate of $5.7 million in Federal Deposit Insurance Corporation 
("FDIC") premiums.

     G&A expenses as a percentage of average assets were 1.47% in the second 
quarter of 1995, compared to 1.46% in the second quarter of 1994 and 1.34% in 
the first quarter of 1995.  For the first six months of 1995, the G&A ratio 
was 1.40% compared to 1.49% for the first six months of 1994.  Expressed as an 
efficiency ratio that measures G&A expenses as a percentage of net interest 
income and loan servicing and other fee income, the operating efficiency ratio 
was 57.3% in the second quarter of 1995, compared to 49.0% in the second 
quarter of 1994 and 55.0% in the first quarter of 1995.



<PAGE>
LOAN ORIGINATIONS

     The Company originated $1.6 billion of residential mortgages in the 
second quarter of 1995, compared to $2.8 billion in the second quarter of 1994 
and $1.7 billion in the first quarter of 1995.  Of the second quarter 1995 
production, 82% were adjustable rate mortgage loans ("ARMs"), compared to 97% 
in both the second quarter of 1994 and the first quarter of 1995.  In the 
second quarter of 1995, 13% of the Company's ARM originations were tied to 
U.S. Treasury securities ("Treasury ARMs"), reflecting the Company's goal of 
diversifying its mortgage portfolio.

     Purchase loans represented 74.4% of the total second quarter 1995 
originations, compared to 58.5% in the second quarter of 1994, and 73.2% in 
the first quarter of 1995.  The Company's pipeline of loans in process totaled 
$1.2 billion at June 30, 1995, with 73.1% being ARMs.

     In late May 1995, the Company launched its consumer lending program and 
took in over 600 home equity loan applications in the second quarter.  The 
average balance of applications received was $28,000.  The Company funded 
$544,000 in consumer home equity loans during the quarter.  There were 
approximately 550 loan applications totaling $15.6 million in the consumer 
loan pipeline.  A full menu of consumer loan products will be available 
through all Home Savings' branches by year-end 1995.

DEPOSIT ACTIVITY

     At the end of the second quarter of 1995, the Company had total deposits 
of $43.0 billion.  Included in that total was $1.2 billion of deposits 
acquired from Household Bank on June 16, 1995.  In that transaction Home 
Savings also acquired 52 branches, 16 of which were consolidated with existing 
Home Savings offices.

     On May 15, 1995, the Company announced that Home Savings had agreed to  
sell its New York retail deposit branch system, consisting of 60 branches and 
$8.3 billion in deposits, to GreenPoint Bank for a premium of approximately 
$660 million, or 8%.  That  transaction is subject to regulatory approval and 
is expected to close in the third or fourth quarter of 1995.

CAPITAL 

     The adoption of SFAS No. 72 had no effect on Home Savings' capital 
ratios.  At June 30, 1995, Home Savings' federal capital ratios continued to 
exceed regulatory requirements for well-capitalized institutions, the highest 
regulatory standard.






<PAGE>
                             RESULTS OF OPERATIONS


NET INTEREST INCOME

     Net interest income was $310.2 million in the second quarter of 1995, a 
decrease of $26.7 million or 8%, and was $605.4 million in the first six 
months of 1995, a decrease of $82.1 million or 12%, compared to the same 
periods of 1994, reflecting compression of the net interest margin. The 
compression began to abate in the first quarter of 1995 and the net interest 
margin continued to expand during the second quarter of 1995 as yields 
increased on the Company's ARM portfolio while the Company's funding costs 
were relatively stable.  

     The following tables present the Company's Consolidated Summary of 
Average Financial Condition and net interest income for the periods indicated.  
Average balances on interest-earning assets and interest-costing liabilities 
are computed on a daily basis and other average balances are computed on a 
monthly basis.  Interest income and expense and the related average balances 
include the effect of discounts or premiums.  Nonaccrual loans are included in 
the average balances, and delinquent interest on such loans has been excluded 
from interest income.
<TABLE>
<CAPTION>

                                                        Three Months Ended June 30,
                                        --------------------------------------------------------------
                                                     1995                             1994            
                                        ------------------------------- ------------------------------
                                          Average              Average    Average              Average
                                          Balance    Interest    Rate     Balance    Interest    Rate 
                                        ----------- ----------  ------  ----------- ----------  ------
                                                              (dollars in thousands)
<S>                                     <C>          <C>         <C>    <C>          <C>         <C>
Interest-earning assets:                                                                               
  Loans                                 $33,185,030  $ 615,281   7.42%  $34,881,306  $ 548,572   6.29% 
  MBS                                    16,377,757    294,383   7.19    10,223,672    160,406   6.28  
                                        -----------  ---------          -----------  ---------         
     Total loans and MBS                 49,562,787    909,664   7.34    45,104,978    708,978   6.29  
  Investment securities                   2,617,970     39,901   6.10     2,875,652     33,722   4.69  
                                        -----------  ---------          -----------  ---------         
  Interest-earning assets                52,180,757    949,565   7.28    47,980,630    742,700   6.19  
                                                     ---------                       ---------         
Other assets                              2,457,687                       2,921,484                    
                                        -----------                     -----------                    
            Total assets                $54,638,444                     $50,902,114                    
                                        ===========                     ===========                    
Interest-costing liabilities:
  Deposits                              $41,829,971    484,778   4.64   $37,443,943    287,315   3.07    
                                        -----------  ---------          -----------  ---------           
  Borrowings:
     Short-term                           2,801,128     45,143   6.45     5,156,044     52,441   4.07   
     FHLB and other                       6,331,260    109,469   6.92     4,250,717     66,063   6.22    
                                        -----------  ---------          -----------  ---------          
       Total borrowings                   9,132,388    154,612   6.77     9,406,761    118,504   5.04   
                                        -----------  ---------          -----------  ---------          
  Interest-costing liabilities           50,962,359    639,390   5.02    46,850,704    405,819   3.46   
                                                     ---------                       ---------          
Other liabilities                           867,278                       1,101,692                     
Stockholders' equity                      2,808,807                       2,949,718                     
                                        -----------                     -----------                     
            Total liabilities and 
              stockholders' equity      $54,638,444                     $50,902,114                    
                                        ===========                     ===========                    
Excess interest-earning assets/
  Interest rate spread                  $ 1,218,398              2.26   $ 1,129,926              2.73   
                                        ===========                     ===========                     
Net interest income/                           
  Net interest margin                                $ 310,175   2.38                $ 336,881   2.81   
                                                     =========                       =========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                           Six Months Ended June 30,                  
                                        --------------------------------------------------------------
                                                     1995                             1994            
                                        ------------------------------- ------------------------------
                                          Average              Average    Average              Average  
                                          Balance    Interest    Rate     Balance    Interest    Rate   
                                        ----------- ----------- ------  ----------- ----------- ------  
                                                              (dollars in thousands)
<S>                                     <C>          <C>         <C>    <C>          <C>         <C> 
Interest-earning assets:
  Loans                                 $34,684,019  $1,246,072  7.19%  $36,007,754  $1,135,715  6.31%  
  MBS                                    14,731,303     514,470  6.98     8,784,467     284,572  6.48   
                                        -----------   ---------         -----------  ----------         
     Total loans and MBS                 49,415,322   1,760,542  7.13    44,792,221   1,420,287  6.34   
  Investment securities                   2,724,663      83,006  6.09     2,889,313      61,165  4.23   
                                        -----------  ----------         -----------  ----------         
  Interest-earning assets                52,139,985   1,843,548  7.07    47,681,534   1,481,452  6.21   
                                                     ----------                      ----------         
Other assets                              2,539,080                       2,960,618                     
                                        -----------                     -----------                     
            Total assets                $54,679,065                     $50,642,152                     
                                        ===========                     ===========                     
Interest-costing liabilities:
  Deposits                              $41,587,318     924,236  4.44   $37,614,200     578,362  3.08   
                                        -----------  ----------         -----------  ----------          
  Borrowings:
     Short-term                           2,978,276      94,661  6.36     5,187,306      95,776  3.69   
     FHLB and other                       6,441,765     219,232  6.81     3,806,168     119,828  6.30    
                                        -----------  ----------         -----------  ----------          
       Total borrowings                   9,420,041     313,893  6.66     8,993,474     215,604  4.79   
                                        -----------  ----------         -----------  ----------          
  Interest-costing liabilities           51,007,359   1,238,129  4.85    46,607,674     793,966  3.41   
                                                     ----------                      ----------          
Other liabilities                           855,725                       1,079,717                     
Stockholders' equity                      2,815,981                       2,954,761                     
                                        -----------                     -----------                     
            Total liabilities and 
              stockholders' equity      $54,679,065                     $50,642,152                    
                                        ===========                     ===========                    
Excess interest-earning assets/
  Interest rate spread                  $ 1,132,626              2.22   $ 1,073,860              2.80   
                                        ===========                     ===========             
Net interest income/                           
  Net interest margin                                 $ 605,419  2.32                $  687,486  2.88   
                                                      =========                      ==========      
</TABLE>


<PAGE>
     The following table presents the changes for the second quarter and first 
six months of 1995 from the respective periods of 1994 in the interest income 
and expense attributable to various categories of assets and liabilities for 
the Company as allocated to changes in average balances and changes in average 
rates.  Because of numerous and simultaneous changes in both balances and 
rates from period to period, it is not possible to allocate precisely the 
effects thereof.  For purposes of this table, the change due to volume is 
initially calculated as the current period change in average balance 
multiplied by the average rate during the preceding year's period and the 
change due to rate is calculated as the current period change in average rate 
multiplied by the average balance during the preceding year's period.  Any 
change that remains unallocated after such calculations is allocated 
proportionately to changes in volume and changes in rates.
<TABLE>
<CAPTION>
                               Three Months Ended June 30,            Six Months Ended June 30,    
                             --------------------------------    ---------------------------------- 
                                    1995 Versus 1994                     1995 Versus 1994    
                                Increase/(Decrease) Due to           Increase/(Decrease) Due to         
                             ---------------------------------   ----------------------------------
                              Volume       Rate        Total       Volume       Rate       Total   
                             ---------   ---------   ---------   ----------  ----------  ----------
                                                        (in thousands)
<S>                           <C>         <C>        <C>         <C>         <C>         <C>     
Interest income on:
  Loans                       $(31,295)   $ 98,004   $  66,709   $ (47,378)  $ 157,735   $ 110,357 
  MBS                          110,701      23,276     133,977     207,899      21,999     229,898
  Investments                   (3,912)     10,091       6,179      (5,010)     26,851      21,841
                              --------    --------   ---------   ---------   ---------   ---------
    Total interest income       75,494     131,371     206,865     155,511     206,585     362,096 
                              --------    --------   ---------   ---------   ---------   ---------
Interest expense on: 
  Deposits                      50,780     146,683     197,463      88,689     257,185     345,874 
  Short-term borrowings        (37,989)     30,691      (7,298)    (78,640)     77,525      (1,115)
  FHLB and other borrowings     35,971       7,435      43,406      89,702       9,702      99,404 
                              --------    --------   ---------   ---------   ---------   ---------
    Total interest expense      48,762     184,809     233,571      99,751     344,412     444,163 
                              --------    --------   ---------   ---------   ---------   ---------
          Net interest income $ 26,732    $(53,438)  $ (26,706)  $  55,760   $(137,827)  $ (82,067)
                              ========    ========   =========   =========   =========   =========
</TABLE>

     Net interest income decreased $26.7 million, or 8%, in the second quarter 
of 1995 as compared to the second quarter of 1994 due to a decrease of 43 
basis points in the net interest margin to 2.38% for the second quarter of 
1995 from 2.81% for the second quarter of 1994, partially offset by an 
increase of $4.2 billion in average interest-earning assets.  The decrease of 
$82.1 million, or 12%, in net interest income for the first six months of 1995 
as compared to the same period of 1994 reflects a decline of 56 basis points 
in the net interest margin to 2.32% for the 1995 period from 2.88% for the 
1994 period, partially offset by an increase of $4.5 billion in average 
interest-earning assets.  The increases in average interest-earning assets 
were primarily funded with interest-costing liabilities. 

     In addition, provisions for losses of delinquent interest related to 
nonaccrual loans of $12.9 million and $10.1 million in the second quarter of 
1995 and 1994, respectively, had the effect of reducing the net interest 
margin by ten basis points and eight basis points in the respective periods.  
Such provisions came to $26.0 million in the first six months of 1995 and 
$21.4 million in the first six months of 1994, reducing the net interest 
margin by ten basis points and nine basis points, respectively.


<PAGE>

     The compression in the net interest margin for the 1995 second quarter 
and six month periods compared to the prior year's periods principally 
reflects the lag between changes in the monthly weighted average cost of funds 
for Federal Home Loan Bank ("FHLB") Eleventh District savings institutions as 
computed by the FHLB of San Francisco ("COFI") to which a majority of the 
Company's interest-earning assets are tied and changes in the repricing of the 
Company's interest-costing liabilities in a period of rising interest rates, 
and narrowing of the Company's funding advantage relative to COFI.  However, 
the net interest margin expanded 11 basis points to 2.38% in the second 
quarter from 2.27% for the first quarter of 1995.  During the second quarter 
of 1995, the Company's funding costs remained relatively stable while the 
yields on COFI-indexed assets continued to rise.  The Company's cost of funds 
was 11 basis points and 27 basis points below the average of COFI of 5.13% and 
3.73% during the second quarter of 1995 and 1994, respectively.  During the 
first six months of 1995 and 1994, the Company's cost of funds was 16 basis 
points and 30 basis points below the average of COFI of 5.01% and 3.71% for 
the respective 1995 and 1994 periods.


     The Company believes that its net interest income is somewhat insulated 
from interest rate fluctuations within a fairly wide range primarily due to 
the adjustable rate nature of its loan and MBS portfolio.  However, increases 
in rates could contribute to compression of the net interest margin.  In 
addition, substantially all ARMs originated since 1981 have maximum and 
minimum interest rates and all ARMs originated after 1987 have a maximum 
interest rate.  In the event of sustained significant increases in rates, such 
maximum interest rates could also contribute to compression of the net 
interest margin.  For information regarding the Company's strategies related 
to COFI and limiting interest rate risk, see "Financial Condition - 
Asset/Liability Management."


PROVISION FOR LOAN LOSSES

     The provision for loan losses was $25.5 million in the second quarter of 
1995, a decrease of $7.6 million or 23% from the $33.1 million provision for 
the second quarter of 1994.  The provision for loan losses was $52.0 million 
in the first six months of 1995, a decrease of $56.6 million or 52% from the 
$108.6 million provision for the first six months of 1994 which included $30 
million representing the Company's estimated losses from real property damage 
sustained by its borrowers in the Northridge, California earthquake in January 
1994.  For additional information regarding the allowance for loan losses, see 
"Financial Condition - Asset Quality - Allowance for Loan Losses."


OTHER INCOME

     GAIN ON SALES OF MBS.  During the second quarter of 1995, MBS totaling 
$1.4 billion were sold for a pre-tax gain of $8.7 million. There were no sales 
of MBS in the second quarter of 1994.  During the first six months of 1995, 
MBS totaling $1.6 billion were sold for a pre-tax gain of $9.3 million, 
compared to a pre-tax gain of $4.9 million on sales of MBS totaling $400.2 
million in the first six months of 1994.     


<PAGE>
     GAIN (LOSS) ON SALES OF LOANS.  During the second quarter of 1995, loans 
originated for sale totaling $193.5 million were sold for a pre-tax gain of 
$1.8 million as compared to such loans totaling $113.1 million sold for a pre-
tax loss of $6.3 million in the second quarter of 1994.  In the first six 
months of 1995, loans originated for sale totaling $236.8 million were sold 
for a pre-tax gain of $2.0 million compared to such loans totaling $480.6 
million sold for a pre-tax loss of $10.0 million in the first six months of 
1994.

     The Company adopted SFAS No. 122 effective April 1, 1995.  Results from 
prior periods have not been restated.  In accordance with SFAS No. 122, the 
Company capitalizes mortgage servicing rights ("MSR") related to mortgage 
loans originated for sale. The total cost of the mortgage loans originated for 
sale is allocated to the MSR and the mortgage loans without the MSR based on 
their relative fair values.  The MSR are amortized over the servicing period 
as a component of net loan servicing income.

     The adoption of SFAS No. 122 resulted in MSR of $3.2 million, which is 
included in "Other assets" in the Consolidated Statement of Financial 
Condition, and increased the "Gain on sale of loans" by $2.0 million for the 
1995 second quarter and six month periods.  The MSR are periodically evaluated 
for impairment based on the fair value of the MSR.  There was no impairment of 
these MSR recognized at June 30, 1995.

     LOAN SERVICING INCOME.  During the first six months of 1995 loan 
servicing income was $27.9 million, a decrease of $3.2 million or 10% from 
$31.0 million in the first six months of 1994.  The decrease was primarily due 
to a $3.4 billion decline in the average portfolio of loans serviced for 
investors, partially offset by an increase of six basis points in the retained 
loan yield.  The decline in the average portfolio of loans serviced for 
investors was primarily due to the sale of servicing rights related to $2 
billion of fixed-rate single family loans in the fourth quarter of 1994.  At 
June 30, 1995 and 1994, the portfolio of loans serviced for investors was 
$12.1 billion and $14.2 billion, respectively.

     OTHER FEE INCOME.  Other fee income was $50.4 million for the first six 
months of 1995, a decrease of $3.9 million or 7% from $54.3 million for the 
same period of 1994.  The decrease was primarily due to a decline of $3.6 
million in investment and insurance services commissions.

     OTHER OPERATING INCOME.  During the first six months of 1995, other 
operating income was a net loss of $0.2 million, a decrease of $2.4 million 
from income of $2.2 million for the same period of 1994.  The decrease was 
primarily due to the loss on sale of the remaining Ohio branch amounting to 
$1.6 million in the first quarter of 1995.


OTHER EXPENSES

     G&A EXPENSES.  G&A expenses were $201.3 million in the second quarter of 
1995, an increase of $15.4 million or 8% from $185.9 million in the second 
quarter of 1994 and were $384.1 million for the first six months of 1995, an 
increase of $6.4 million or 2% from $377.7 million for the same period of 
1994.  The increases were primarily due to costs associated with various new 
business development efforts currently underway, the acquisition and operating 
costs of new retail deposit branch systems and lower net deferred loan 
origination costs related to the lower volume of loans originated during the 
1995 periods.  The increase in the first six months of 1995 was partially 
offset by a $5.7 million rebate of FDIC premiums recorded in the first quarter 
of 1995 for the July 1, 1994 semi-annual assessment period.  



<PAGE>
     The ratio of G&A expenses to average assets (the "G&A ratio") was 1.47% 
in the second quarter of 1995 compared to 1.46% in the second quarter of 1994, 
an increase of one basis point reflecting the 8% increase in G&A expenses, 
partially offset by an increase of 7% in average assets.  The G&A ratios for 
the first six months of 1995 and 1994 were 1.40% and 1.49%, respectively, 
which reflects an 8% increase in average assets, partially offset by the 2% 
increase in G&A expenses.

     OPERATIONS OF REI.  Losses from operations of REI were $2.6 million in 
the second quarter of 1995, a decrease of $2.2 million or 45% from $4.8 
million in the second quarter of 1994. The decrease reflects a net gain on 
sales of REI of $0.7 million for the second quarter of 1995, compared to a net 
loss on sales of $3.5 million for the second quarter of 1994, and a decrease 
in provision for losses of $4.4 million, partially offset by an increase in 
net operating expense of $6.4 million.  Losses from operations of REI were 
$3.7 million for the first six months of 1995, a decrease of $6.6 million or 
64% from $10.3 million compared to the same period of 1994 primarily due to 
the net gain on sales of $1.2 million for the first six months of 1995 
compared to a net loss of $5.6 million for the same period of 1994.

     The Company intends to continue its progress toward a withdrawal from 
real estate development activities as soon as practicable.  Although the 
Company does not intend to acquire new properties, it intends to develop, hold 
and/or sell its current properties depending on economic conditions.  The 
Company has certain projects with long-term holding and development periods.  
No new projects have been initiated since 1990.  Although management believes 
the net realizable value ("NRV") of REI and the related allowance for losses 
are fairly stated, declines in NRV and additions to the allowance for losses 
could result from continued weakness in the specific project markets, changes 
in economic conditions, changes in the Company's cost of funds and revisions 
to project business plans, which may reflect decisions by the Company to 
accelerate the disposition of the properties.

     OPERATIONS OF REO.  Losses from operations of REO were $19.6 million in 
the second quarter of 1995, a decrease of $2.3 million or 10% from $21.9 
million for the second quarter of 1994.  The decrease was primarily due to 
declines of $1.6 million in net losses on sales.  For the first six months of 
1995, losses from operations of REO were $40.7 million, a decrease of $8.3 
million or 17% from $48.9 million for the same period of 1994, reflecting 
declines of $4.2 million in losses on sales of REO properties and $4.0 million 
in the provision for losses.


<PAGE>
     AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS AND CUMULATIVE 
EFFECT OF ACCOUNTING CHANGE.  The Company adopted SFAS No. 72 effective 
January 1, 1995 for goodwill related to acquisitions prior to September 30, 
1982.  As a result, the Company wrote off goodwill totaling $234.7 million as 
a cumulative effect of the change in accounting.  The adoption of SFAS No. 72 
also resulted in a reversal of $2.2 million in goodwill amortization expense 
previously reported for the second quarter of 1995 and $4.3 million for the 
first six months of 1995.  Results from periods prior to the first quarter of 
1995 have not been restated.  SFAS No. 72 requires, among other things, that 
to the extent the fair value of liabilities assumed exceeds the fair value of 
assets resulting from the acquisition of banking or thrift institutions 
initiated after September 30, 1982, the resulting goodwill recognized shall be 
amortized over a period no longer than the estimated remaining life of the 
acquired long-term interest-earning assets.  The adoption of SFAS No. 72 for 
goodwill related to acquisitions of banking or thrift institutions prior to 
September 30, 1982 is permissible but not required.  The Company has been 
accounting for acquisitions initiated subsequent to September 30, 1982 in 
accordance with SFAS No. 72.

     Amortization of goodwill and other intangible assets for the second 
quarter of 1995 was $6.9 million, an increase of $1.2 million or 21% from $5.8 
million for the second quarter of 1994.  For the first six months of 1995 
amortization of goodwill and other intangible assets was $13.8 million, an 
increase of $1.9 million or 16% from $12.0 million for the same period of 
1994, reflecting a net increase in the core deposit premium related to 
deposits acquired in late 1994 and the first six months of 1995, partially 
offset by the reduction in the goodwill balance upon the adoption of SFAS No. 
72.

     PROVISION FOR INCOME TAXES.  The changes in the provision for income 
taxes primarily reflect the changes in pre-tax earnings between the comparable 
periods.  The effective tax rates for the second quarters of 1995 and 1994 
were 40.2% and 39.9%, respectively.  For the comparable six month periods, the 
effective tax rates were 41.5% in 1995 and 39.3% in 1994, reflecting 
management's estimate of the Company's full year tax provision.


                             FINANCIAL CONDITION

     The Company's consolidated assets were $53.2 billion at June 30, 1995, a 
decrease of $484.1 million or less than 1% from $53.7 billion at December 31, 
1994.  The Company's primary asset generation business continues to be the 
origination of loans on residential real estate properties.  The Company 
originated $3.3 billion in loans in the first six months of 1995 compared to 
$5.2 billion in the first six months of 1994.  Loans on single family homes 
(one-to-four units) accounted for 78% of the total loan origination volume in 
the first six months of 1995, with the balance on multi-family residential 
properties, and 89% of total originations were ARMs.  In the first six months 
of 1995, 8% of the Company's ARM originations were Treasury ARMs.

     In the first six months of 1995, 66% of loan originations were on 
properties located in California.  At June 30, 1995, approximately 97% of the 
loan and MBS portfolio was secured by residential properties, including 78% 
secured by single family properties.  


<PAGE>
     The following table summarizes the Company's gross mortgage portfolio by 
state and property type at June 30, 1995:
<TABLE>
<CAPTION>
                     Single Family          Multi-Family           Commercial and        
                      Properties             Properties         Industrial Properties           Total
                ---------------------- ----------------------  ----------------------- -----------------------
                   Gross                  Gross                   Gross                  Gross               
                  Mortgage    % of      Mortgage     % of        Mortgage     % of      Mortgage      % of    
State              Loans    Portfolio     Loans    Portfolio      Loans     Portfolio    Loans      Portfolio 
- -----           ----------- ---------- ----------- ----------  ------------ ---------- -----------  ----------
                                                    (dollars in thousands)
<S>             <C>           <C>      <C>           <C>       <C>            <C>      <C>           <C> 
California      $26,724,056   69.61%   $8,330,033    91.72%    $1,231,325     74.09%   $36,285,414    73.85%
Florida           2,903,485    7.56        27,917     0.31          6,308      0.38      2,937,710     5.98
New York          2,165,806    5.64       285,632     3.15        208,909     12.57      2,660,347     5.41
Illinois          1,977,048    5.15       105,768     1.16         18,129      1.09      2,100,945     4.28
Texas             1,154,763    3.01        82,252     0.91         30,301      1.82      1,267,316     2.58
Other             3,465,014    9.03       250,039     2.75        166,999     10.05      3,882,052     7.90
                -----------            ----------              ----------              -----------   ------   
                $38,390,172   78.14    $9,081,641    18.48     $1,661,971      3.38    $49,133,784   100.00%
                ===========            ==========              ==========              ===========   ======   
</TABLE>
     The loan and MBS portfolio includes approximately $6.8 billion in 
mortgage loans that were originated with loan to value ("LTV") ratios 
exceeding 80%, or 14% of the portfolio at June 30, 1995.  Approximately 20% of 
loans originated during the first six months of 1995 had LTV ratios in excess 
of 80%, all of which were loans on single family properties including 6% with 
LTV ratios in excess of 90%.  The Company takes the additional risk of 
originating loans with LTV ratios in excess of 80% into consideration in its 
loan underwriting and pricing policies.


ASSET/LIABILITY MANAGEMENT

     One of the Company's primary business strategies continues to be the 
reduction of volatility in net interest income resulting from changes in 
interest rates.  This is accomplished by managing the repricing 
characteristics of its interest-earning assets and interest-costing 
liabilities.  (Interest rate reset provisions of both assets and liabilities, 
whether through contractual maturity or through contractual interest rate 
adjustment provisions, are commonly referred to as "repricing terms.")

     In order to manage the interest rate risk inherent in its portfolios of 
interest-earning assets and interest-costing liabilities, the Company has 
emphasized the origination of COFI ARMs for retention in the loan and MBS 
portfolio.  During late 1994 the Company began offering ARMs which provide for 
interest rates that adjust based upon changes in the yields of U. S. Treasury 
securities.  The Company originated $236.5 million of these Treasury ARMs 
during the first six months of 1995.  At June 30, 1995, 95.1% of the Company's 
$48.8 billion loan and MBS portfolio consisted of ARMs indexed primarily to 
COFI, unchanged from 95.1% of the $48.8 billion loan and MBS portfolio at 
December 31, 1994.  The average factor above COFI on the Company's COFI ARM 
portfolio was 247 basis points at June 30, 1995, up three basis points from 
244 basis points at December 31, 1994.  

     Historically, the Company has maintained its cost of funds at a level 
below COFI.  In a period of rising market interest rates, the favorable 
differential between the Company's cost of funds and COFI could decline, or 
become negative, which could result in compression of the Company's interest 
rate margin.  Such a compression occurred in the rising interest rate 
environment during 1994.  The margin compression began to improve during the 
first quarter of 1995, with continuing improvement in the second quarter of 
1995 as the Company's cost of funds have remained relatively stable, while 
COFI continued to rise.


<PAGE>
     The Company's basic interest rate risk management strategy includes a 
goal of having the combined repricing terms of its interest-costing 
liabilities not differ materially from those of the FHLB Eleventh District 
savings institutions in aggregate.  The Company's approach to managing 
interest rate risk in an environment where market interest rates are believed 
to have the potential to rise includes the extension of repricing terms and 
the spreading of clustered maturities on term deposits and other interest- 
costing liabilities, combined with emphasis on more responsive assets, 
including diversification away from COFI on certain interest-earning assets.

     The following table presents the components of the Company's interest 
rate sensitive asset and liability portfolios by repricing periods 
(contractual maturity as adjusted for frequency of repricing) as of June 30, 
1995:
<TABLE>
<CAPTION>

                                                                                 Repricing Periods                      
                                                  Percent --------------------------------------------------------------
                                                    of       Within                                              Years  
                                        Balance    Total    6 Months   Months 7-12    1-5 Years    5-10 Years   Over 10 
                                      ----------- ------- -----------  -----------   -----------   ----------  ---------
                                                                                (dollars in thousands)                  
<S>                                   <C>          <C>    <C>          <C>           <C>           <C>         <C>
Interest-earning assets:
Investment securities                 $ 1,864,471    4%   $ 1,607,635  $      -      $   256,836   $    -      $   -      
Impact of hedging (LIBOR-indexed
  amortizing swaps)                          -       -       (124,419)        -          124,419        -          -      
                                      -----------  ---    -----------  -----------   -----------   ---------   --------   
    Total investment securities         1,864,471    4      1,483,216         -          381,255        -          -      
                                      -----------  ---    -----------  -----------   -----------   ---------   --------   

Loans and MBS  
  MBS    
    ARMs                               17,122,105   34     17,122,105         -             -           -          -      
    Other                               1,117,877    2         21,329       62,206       560,206      44,625    429,511   
  Loans 
    ARMs                               29,306,310   58     28,062,450      425,400       818,460        -          -      
    Other                               1,263,060    2        240,019       48,591       315,099     305,527    353,824   
  Impact of hedging (interest
    rate swaps)                              -       -      1,243,860     (425,400)     (818,460)       -          -      
                                      -----------  ---    -----------  -----------   -----------   ---------   --------   
    Total loans and MBS                48,809,352   96     46,689,763      110,797       875,305     350,152    783,335   
                                      -----------  ---    -----------  -----------   -----------   ---------   --------   
        Total interest-earning assets $50,673,823  100%   $48,172,979  $   110,797   $ 1,256,560   $ 350,152   $783,335   
                                      ===========  ===    ===========  ===========   ===========   =========   ========   
Interest-costing liabilities:
Deposits  
  Transaction accounts                $12,775,073   26%   $12,775,073  $      -      $      -      $    -      $   -
  Term accounts                        30,213,592   61     17,375,497    8,898,165     3,924,253      15,636         41
                                      -----------  ---    -----------  -----------   -----------   ---------   -------- 
    Total deposits                     42,988,665   87     30,150,570    8,898,165     3,924,253      15,636         41
                                      -----------  ---    -----------  -----------   -----------   ---------   --------
Borrowings  
  Short-term                              529,841    1        529,841         -             -           -          -
  FHLB and other                        6,169,705   12      3,310,954      694,581     1,339,262     818,152      6,756
                                      -----------  ---    -----------  -----------   -----------   ---------   -------- 
    Total borrowings                    6,699,546   13      3,840,795      694,581     1,339,262     818,152      6,756
                                      -----------  ---    -----------  -----------   -----------   ---------   -------- 
        Total interest-bearing 
          liabilities                 $49,688,211  100%   $33,991,365  $ 9,592,746   $ 5,263,515   $ 833,788   $  6,797
                                      ===========  ===    ===========  ===========   ===========   =========   ========
Hedge-adjusted interest-earning
  assets more/(less) than 
  interest-costing liabilities        $   985,612         $14,181,614  $(9,481,949)  $(4,006,955)  $(483,636)  $776,538
                                      ===========         ===========  ===========   ===========   =========   ======== 

Cumulative interest sensitivity gap                       $14,181,614  $ 4,699,665   $   692,710   $ 209,074   $985,612
                                                          ===========  ===========   ===========   =========   ========
Percentage of hedge-adjusted 
  interest-earning assets
  to interest-costing liabilities          101.98%
Percentage of cumulative interest
  sensitivity gap to total assets            1.85%

</TABLE>


<PAGE>
     The following table presents the interest rates and spreads at the end of 
the periods indicated:
<TABLE>
<CAPTION>
                                       June 30,       December 31,   
                                         1995            1994                 
                                       --------       ------------   
<S>                                     <C>              <C> 
Average yield on:
  Loans                                 7.48%            6.74%              
  MBS                                   7.33             6.63                

  Total loans and MBS                   7.42             6.71                

  Investment securities                 6.01             5.85         

    Interest-earning assets             7.37             6.68                

Average rate paid on:

  Deposits                              4.72             4.05                

  Borrowings:
    Short-term                          6.70             6.38                
    FHLB and other                      6.99             6.65                                               

  Total borrowings                      6.97 (1)         6.58 (1)        

    Interest-costing liabilities        5.02             4.52                

Interest rate spread                    2.35             2.16                

Net interest margin                     2.45             2.24                
<FN>
(1) Includes the effect of miscellaneous borrowing costs of approximately
    0.32% and 0.27% as of June 30, 1995 and December 31, 1994, respectively.
</TABLE>

ASSET QUALITY

     NONPERFORMING ASSETS AND POTENTIAL PROBLEM LOANS.  A loan is generally 
placed on nonaccrual status when the Company becomes aware that the borrower 
has entered bankruptcy proceedings and the loan is delinquent, or when the 
loan is past due 90 days as to either principal or interest.  The Company 
considers a loan to be impaired when, based upon current information and 
events, it believes it is probable that the Company will be unable to collect 
all amounts due according to the contractual terms of the loan agreement.  

     For the Company, loans collectively reviewed for impairment include all 
single family loans and performing multi-family and commercial and industrial 
real estate loans ("major loans") under $2 million, excluding loans which are 
individually reviewed based on specific criteria, such as delinquency, debt 
coverage, LTV ratio and condition of collateral property.  The Company's 
impaired loans within the scope of such individual review include nonaccrual 
major loans (excluding those collectively reviewed for impairment), troubled 
debt restructurings ("TDRs"), and performing major loans and major loans less 
than 90 days delinquent ("other impaired major loans") which the Company 
believes will be collected in full, but which the Company believes it is 
probable will not be collected in accordance with the contractual terms of the 
loans.





<PAGE>
     The following table presents nonperforming assets (nonaccrual loans and 
REO), TDRs and other impaired major loans, net of related specific loss 
allowances, by type as of the dates indicated:
<TABLE>
<CAPTION>
                                           
                                            June 30,    December 31,  Increase
                                             1995          1994      (Decrease)
                                          -----------   -----------  -----------
                                                 (dollars in thousands)
<S>                                        <C>           <C>          <C>
Nonaccrual loans:
   Single family                           $ 570,577     $ 568,808    $   1,769 
   Multi-family                              101,217        69,856       31,361 
   Commercial and industrial
      real estate                             35,117        42,362       (7,245)
                                           ---------     ---------    ---------
                                             706,911       681,026       25,885 
                                           ---------     ---------    ---------
REO:                   
   Single family                             166,163       135,357       30,806 
   Multi-family                               18,008        14,181        3,827 
   Commercial and industrial
      real estate                              7,353        12,410       (5,057)
                                           ---------     ---------    ---------
                                             191,524       161,948       29,576 
                                           ---------     ---------    ---------
Total nonperforming assets:  
   Single family                             736,740       704,165       32,575 
   Multi-family                              119,225        84,037       35,188 
   Commercial and industrial
      real estate                             42,470        54,772      (12,302)
                                           ---------     ---------    ---------
         Total                             $ 898,435     $ 842,974    $  55,461 
                                           =========     =========    =========  
TDRs:
   Single family                           $  37,844     $  21,885    $  15,959
   Multi-family                               60,906        56,824        4,082 
   Commercial and industrial
      real estate                             42,516        42,656         (140)
                                           ---------     ---------    ---------
         Total                             $ 141,266     $ 121,365    $  19,901 
                                           =========     =========    =========  
Other impaired major loans:                                                         
   Multi-family                            $  11,231     $  10,652    $     579 
   Commercial and industrial
      real estate                              4,820         1,506        3,314 
                                           ---------     ---------    ---------
                                           $  16,051     $  12,158    $   3,893 
                                           =========     =========    =========
Ratio of nonperforming assets
   to total assets                              1.69%         1.57%             
                                           =========     =========             
Ratio of nonperforming assets
   and TDRs to total assets        
                                                1.95%         1.79%
                                           =========     =========
Ratio of allowances for         
   losses on loans and REO to    
   nonperforming assets                        45.57%        50.12%
                                           =========     =========
</TABLE>

     The amount of the net recorded investment in impaired loans for which 
there is a related specific allowance for losses was $104.8 million, net of an 
allowance of $34.8 million, at June 30, 1995 and $71.0 million, net of an 
allowance of $29.9 million, at December 31, 1994.  The Company's total net 
recorded investment in impaired loans (excluding those collectively reviewed 
for impairment) was $245.8 million and $204.5 million at June 30, 1995 and 
December 31, 1994, respectively.


<PAGE>

     The following table presents nonperforming assets, TDRs and other 
impaired major loans by state at June 30, 1995:
<TABLE>
<CAPTION>

                            Nonperforming Assets
             ----------------------------------------------------
                                           Commercial                                   Other
                                              and                                     Impaired
             Single Family   Multi-Family  Industrial                                   Major
              Residential    Residential   Real Estate    Total          TDRs           Loans
             -------------   ------------  -----------  ---------   --------------   -----------
                                  (in thousands)
<S>            <C>             <C>           <C>        <C>            <C>             <C>      
California     $598,390        $106,390      $30,814    $735,594       $78,185         $15,024
Florida          30,434            -             179      30,613           419            -   
New York         42,990           4,109        2,358      49,457        40,281            -   
Illinois         16,319           3,611        5,300      25,230         1,533            -   
Texas             9,181             473         -          9,654         6,565            -   
Other            39,426           4,642        3,819      47,887        14,283           1,027
               --------        --------      -------    --------      --------         -------
               $736,740        $119,225      $42,470    $898,435      $141,266         $16,051
               ========        ========      =======    ========      ========         =======
</TABLE>
     Total nonperforming assets were $898.4 million at June 30, 1995, or a 
ratio of nonperforming assets to total assets of 1.69%, an increase of $55.5 
million or 7% during the first six months of 1995 from $843.0 million, or 
1.57% of total assets, at December 31, 1994.  Single family nonperforming 
assets were $736.7 million at June 30, 1995, an increase of $32.6 million or 
5% primarily due to increases in California REO of $26.5 million and 
nonaccrual loans secured by California properties of $4.8 million.   

     Multi-family nonperforming assets were $119.2 million at June 30, 1995, 
an increase of $35.2 million or 42% during the first six months of 1995 
primarily due to increases in California ($27.9 million), Illinois ($3.1 
million) and New Jersey ($1.5 million).  Commercial and industrial real estate 
nonperforming assets were $42.5 million at June 30, 1995, a decrease of $12.3 
million or 22% during the first six months of 1995 primarily due to declines 
in California ($7.5 million), New York ($3.3 million) and New Jersey ($1.1 
million).

     TDRs were $141.3 million at June 30, 1995, an increase of $19.9 million 
or 16% from $121.4 million at December 31, 1994 primarily due to increases in 
TDRs secured by properties in California ($18.5 million) and New Jersey ($1.1 
million).  Other impaired major loans totaled $16.1 million at June 30, 1995, 
an increase of $3.9 million or 32% from $12.2 million at December 31, 1994 
primarily due to a $7.1 million increase in such loans secured by properties 
in California, partially offset by a decrease of $1.7 million in New York.	

     The Company is continuing its efforts to reduce the amount of its 
nonperforming assets by aggressively pursuing loan delinquencies through the 
collection, workout and foreclosure processes and, if foreclosed, disposing 
rapidly of the REO.  The Company sold $145.7 million of single family REO and 
$40.2 million of multi-family and commercial and industrial REO in the first 
six months of 1995.  In addition, the Company may, from time to time, offer 
packages of nonperforming assets for competitive bids.

     ALLOWANCE FOR LOAN LOSSES.  Management believes the Company's allowance 
for loan losses is adequate at June 30, 1995.  The Company's process for 
evaluating the adequacy of the allowance for loan losses has three basic 
elements: first, the identification of impaired loans; second, the 
establishment of appropriate loan loss allowances once individual specific 
impaired loans are identified; and third, a methodology for estimating loan 
losses based on the inherent risk in the remainder of the loan portfolio.  
Based upon this process, consideration of the current economic environment and 

<PAGE>
other factors, management determines what it considers to be an appropriate 
allowance for loan losses.  


     The changes in and a summary by type of the allowance for loan losses are 
as follows:

<TABLE>
<CAPTION>
                                      Three Months Ended June 30,     Six Months Ended June 30,
                                      ---------------------------     -------------------------
                                        1995            1994            1995            1994
                                      ---------       ---------       ---------       ---------
                                                       (dollars in thousands)
<S>                                   <C>             <C>             <C>             <C>
Beginning balance                     $391,105        $453,137        $400,232        $438,786
Provision for loan losses               25,465          33,069          52,009         108,581
                                      --------        --------        --------        --------
                                       416,570         486,206         452,241         547,367
                                      --------        --------        --------        --------
Charge-offs:
  Single family                        (19,441)        (30,582)        (44,163)        (56,647)   
  Multi-family                         (13,211)        (17,468)        (23,340)        (36,628)
  Commercial and industrial 
    real estate                         (1,090)         (4,931)         (8,349)        (26,121)
                                      --------        --------        --------        --------
                                       (33,742)        (52,981)        (75,852)       (119,396)
  Recoveries                             7,099          13,873          13,538          19,127
                                      --------        --------        --------        --------
    Net charge-offs                    (26,643)        (39,108)        (62,314)       (100,269)
                                      --------        --------        --------        --------
Ending balance                        $389,927        $447,098        $389,927        $447,098
                                      ========        ========        ========        ========
Ratio of net charge-offs to average
  loans and MBS outstanding during
  the periods (annualized)                0.22%           0.35%           0.25%           0.45%   
                                          ====            ====            ====            ====
</TABLE>

     Gross charge-offs on commercial and industrial real estate loans for the 
first six months of 1995 include $6.3 million resulting from the foreclosure 
of one property in California.  During the first six months of 1994, sales of 
nonaccrual loans resulted in charge-offs of $6.0 million on single family 
properties, $8.7 million on multi-family properties and $13.4 million on 
commercial and industrial properties.

     The following table sets forth the allocation of the Company's allowance 
for loan losses by the percent of loans and MBS in each category at the dates 
indicated:
<TABLE>
<CAPTION>

                         June 30, 1995        December 31, 1994                               
                      --------------------   --------------------  
                                 % of Loan              % of Loan 
                                  and MBS                and MBS    
                      Allowance  Portfolio   Allowance  Portfolio   
                      ---------  ---------   ---------  ---------   
                                (dollars in thousands)
<S>                   <C>          <C>       <C>          <C>
Single family         $175,000     0.45%     $165,000     0.42%    
Multi-family           154,999     1.71       160,232     1.88      
Commercial and
  industrial
  real estate           59,928     3.62        75,000     4.34       
                      --------               --------                               
                      $389,927     0.79      $400,232     0.81     
                      ========               ========                            
</TABLE>


<PAGE>
     It is possible that the Company's delinquent loans, nonaccrual loans, 
TDRs and other impaired major loans and REO may increase and that the Company 
may experience additional losses with respect to its real estate loan 
portfolio.  Although the Company has taken this possibility into consideration 
in establishing its allowance for loan losses, future events may warrant 
changes to the allowance.  

LIQUIDITY AND CAPITAL RESOURCES

     Liquidity consists of cash, cash equivalents and certain marketable 
investment securities and MBS which are not committed, pledged or required to 
liquidate specific liabilities.  The liquidity portfolio, totaling 
approximately $3.3 billion at June 30, 1995, increased $1.2 billion or 54% 
from December 31, 1994 primarily due to a net increase of $2.3 billion in 
deposits and the creation of $1.4 billion of liquidity-qualifying MBS, 
partially offset by a net reduction in borrowings of $2.5 billion during the 
first six months of 1995.  Regulations of the Office of Thrift Supervision 
("OTS") require each savings institution to maintain, for each calendar month, 
an average daily balance of liquid assets equal to at least 5% of the average 
daily balance of its net withdrawable accounts plus short-term borrowings 
during the preceding calendar month.  OTS regulations also require each 
savings institution to maintain, for each calendar month, an average daily 
balance of short-term liquid assets (generally those having maturities of 12 
months or less) equal to at least 1% of the average daily balance of its net 
withdrawable accounts plus short-term borrowings during the preceding calendar 
month.  For June 1995 the average liquidity and average short-term liquidity 
ratios of Home Savings were 5.61% and 3.36%, respectively.

     Sources of additional liquidity consist primarily of positive cash flows 
generated from operations, the collection of principal payments and 
prepayments on loans and MBS and increases in deposits and borrowings.  
Positive cash flows are also generated through the sale of MBS, loans and 
other assets for cash.  Sources of borrowings may include borrowings from the 
FHLB, commercial paper and public debt issuances, borrowings under reverse 
repurchase agreements, commercial bank lines of credit and, under certain 
conditions, direct borrowings from the Federal Reserve System.  The principal 
sources of cash inflows during the first six months of 1995 were an increase 
in deposits, principal payments and prepayments on loans and MBS and proceeds 
from sales of loans and MBS.

     Each of the Company's sources of liquidity is influenced by various 
uncertainties beyond the control of the Company.  Scheduled loan payments are 
a relatively stable source of funds, while loan prepayments and deposit flows 
vary widely in reaction to market conditions, primarily market interest rates.  
Asset sales are influenced by general market interest rates and other 
unforeseeable market conditions.  The Company's ability to borrow at 
attractive rates is affected by its size, credit rating, the availability of  
acceptable collateral and other market-driven conditions.

     In order to manage the uncertainty inherent in its sources of funds, the 
Company continually evaluates alternate sources of funds and maintains and 
develops diversity and flexibility in the number and character of such 
sources.  The effect of a decline in any one source of funds generally can be 
offset by use of an alternate source, although potentially at a different cost 
to the Company.


<PAGE>
     LOANS RECEIVABLE.  The Company's primary use of cash is to fund 
internally generated mortgage loans.  During the first six months of 1995 cash 
of $3.1 billion was used to originate loans.  Gross loan originations of $3.3 
billion in the first six months of 1995 included $2.7 billion of COFI ARMs 
with an average factor of 277 basis points above COFI, $236.5 million of 
Treasury ARMs and $347.2 million of fixed rate loans.  Fixed rate loans 
originated and designated for sale represented approximately 11% of single 
family loan originations in the first six months of 1995.  Principal payments 
on loans were $767.0 million in the first six months of 1995, a decrease of 
$974.9 million or 56% from $1.7 billion in the first six months of 1994.

     During the first six months of 1995 the Company sold loans totaling 
$236.8 million.  The Company designates certain loans as held for sale, 
including most of its fixed rate originations.  At June 30, 1995 the Company 
had $123.4 million of loans held for sale.

     At June 30, 1995 the Company was committed to fund mortgage loans 
totaling $589.3 million, of which $392.0 million or 66% were COFI ARMs, $39.4 
million or 7% were Treasury ARMs and $157.9 million or 27% were fixed rate 
loans.  The Company expects to fund such loans from its liquidity sources.  

     MBS.  During the first six months of 1995 the Company sold $1.6 billion 
of MBS available for sale, comprised of $1.5 billion of ARM MBS and $27.9 
million of fixed rate MBS.  Such sales included $1.4 billion of ARM MBS sold 
during the second quarter of 1995 in preparation for the pending sale of the 
Company's New York deposit franchise to GreenPoint Bank.  The Company 
designates certain MBS as available for sale.  At June 30, 1995 the Company 
had $881.1 million of MBS available for sale.

     In May 1995 the Company securitized $6.4 billion of COFI ARMs into 
Federal Home Loan Mortgage Corporation collateralized mortgage obligations.  
An additional $1.0 billion of ARMs were securitized into private placement 
mortgage pass-through securities during the first quarter of 1995.  These MBS 
increase the Company's access to less expensive collateralized borrowings.  
The Company has the intent and ability to hold these MBS until maturity.

     DEPOSITS.  Savings deposits were $43.0 billion at June 30, 1995, an 
increase of $2.3 billion or 6% from $40.7 billion at December 31, 1994, 
primarily reflecting deposits purchased of $1.3 billion and a net deposit 
inflow of $1.0 billion.  On June 16, 1995, the Company completed the purchase 
of $1.2 billion in deposits from Household Bank, FSB for a deposit premium of 
approximately 4%.  As a result of this purchase, the Company acquired 52 
retail branches in Southern California of which 16 were consolidated with 
existing Home Savings branches.  The Company also purchased deposits totaling 
$64.3 million from three other California financial institutions, for an 
average deposit premium of approximately 2%, and sold deposits totaling $10.2 
million in its remaining Ohio branch during the first six months of 1995.  In 
addition, the net deposit inflow reflected the Company's strategy to increase 
certain term and money market deposit accounts by increasing rates offered on 
such deposits and reducing higher costing short-term borrowings.

     On May 15, 1995, Home Savings announced that it had signed a definitive 
agreement with GreenPoint Bank to sell its New York retail deposit branch 
system, with deposits totaling approximately $8.3 billion in 60 branches as of 
June 30, 1995.  The purchase price represents a deposit premium of 
approximately $660 million or 8%.  Goodwill and other intangibles associated 
with the branches, totaling approximately $110.3 million at June 30, 1995, 
will be written off.  The estimated after-tax gain, net of related expenses 
and goodwill write-off, will be approximately $240 million.


<PAGE>
     The Company intends to fund the sale with excess liquidity and a 
combination of new borrowings and disposition of securities.  The Company will 
also utilize funds generated from the acquisition of the $1.2 billion in 
deposits from Household Bank.  As a result of the sale and related funding 
transactions, the Company's total assets are expected to decline by 
approximately $3.0 billion.

     Excluding the after-tax gain on sale of the New York branch system, the 
effect of the transactions on future operations is expected to be 
approximately earnings neutral.  Future deployment of capital generated by the 
transaction is expected to be accretive to earnings per share.  Reductions in 
the Company's net interest income and fee income are expected to be offset by 
reductions in G&A expenses and goodwill amortization.  The sale is subject to 
regulatory approval and is expected to be completed during the third or fourth 
quarter of 1995.

     The Company intends to continue consideration of branch purchases and 
sales as opportunities to consolidate the Company's presence in its key 
strategic markets.  At June 30, 1995, 63% of the Company's total deposits were 
in California, compared to 62% at December 31, 1994.

     BORROWINGS.  Borrowings totaled $6.7 billion at June 30, 1995, a decrease 
of $2.5 billion or 27% from $9.2 billion at December 31, 1994 reflecting 
reductions in short-term borrowings of $1.8 billion and FHLB and other 
borrowings of $652.6 million.  

     In the first six months of 1995, the Company had three issuances of 
medium term notes totaling $115 million.  The notes will mature in three to 
seven years and have a weighted average interest rate of 7.42%.  Such 
borrowings will be used for general corporate purposes.

     CAPITAL.  Stockholders' equity was $2.8 billion at June 30, 1995, a 
decrease of $133.6 million or 5% from December 31, 1994.  The decrease is 
primarily due to the net loss of $117.5 million, including the write-off of 
$234.7 million in goodwill upon adopting SFAS No. 72, and dividends paid to 
common and preferred stockholders of $76.8 million, partially offset by a net 
change of $53.2 million to a net unrealized gain on securities available for 
sale.  The net unrealized gain on securities available for sale at June 30, 
1995 was $0.7 million.

     The OTS has adopted regulations that contain a three-part capital 
standard requiring savings institutions to maintain "core" capital of at least 
3% of adjusted total assets, tangible capital of at least 1.5% of adjusted 
total assets and risk-based capital of at least 8% of risk-weighted assets.  
Special rules govern the ability of savings institutions to include in their 
capital computations investments in subsidiaries engaged in activities not 
permissible for national banks, such as real estate development.  In addition, 
institutions whose exposure to interest-rate risk as determined by the OTS is 
deemed to be above normal may be required to hold additional risk-based 
capital.  Home Savings believes it does not have above-normal exposure to 
interest-rate risk.

     Under OTS regulations which implement the "prompt corrective action" 
system mandated by the Federal Deposit Insurance Corporation Improvement Act, 
an institution is well capitalized if its ratio of total capital to risk-
weighted assets is 10% or more, its ratio of core capital to risk-weighted 
assets is 6% or more, its ratio of core capital to total assets is 5% or more 
and it is not subject to any written agreement, order or directive to meet a 
specified capital level.  At June 30, 1995 Home Savings met these standards.


<PAGE>
     Home Savings is in compliance with the OTS capital regulations.  The 
following table shows the capital amounts and ratios of Home Savings at June 
30, 1995:
<TABLE>
<CAPTION>
                                                        Balance      Ratio    
                                                       ----------   -------  
                                                      (dollars in thousands)
<S>                                                    <C>           <C> 
Tangible capital (to adjusted total assets)            $2,768,863     5.26%
Core capital (to adjusted total assets)                 2,780,690     5.28
Core capital (to risk-weighted assets)                  2,780,690     8.41
Total risk-based capital                                3,786,137    11.45 
</TABLE>


     The regulatory capital requirements applicable to Home Savings are 
continuing to become more stringent as the amount of Home Savings' investment 
in real estate development subsidiaries includable in capital is phased out 
through July 1, 1996.  Home Savings currently meets the requirements of the 
OTS regulations assuming the present application of the full phase-out 
provisions.  At June 30, 1995 the capital ratios computed on this more 
stringent, "fully phased-in" basis were 5.20% for tangible capital (to 
adjusted total assets), 5.22% for core capital (to adjusted total assets), 
8.33% for core capital (to risk-weighted assets) and 11.37% for risk-based 
capital.

DEPOSIT INSURANCE

     Deposits at Home Savings are insured in part by the Savings Association 
Insurance Fund ("SAIF") and in part by the Bank Insurance Fund ("BIF").  
During 1994 Home Savings paid deposit insurance premiums to the SAIF and the 
BIF ratably based on 91% and 9% of total deposits, respectively.  Although the 
assessment rate for BIF deposits and SAIF deposits was the same, effective for 
the period beginning July 1, 1995 the FDIC has reduced BIF assessment rates, 
but not SAIF assessment rates, based on the BIF obtaining a reserve ratio of 
1.25%.  The lowest assessment rate for BIF deposits was reduced from 0.23% of 
covered deposits to 0.04% of covered deposits.  This reduction could provide 
institutions whose deposits are exclusively or primarily BIF-insured (such as 
most commercial banks) competitive advantages over institutions whose deposits 
are primarily SAIF-insured (such as Home Savings).  

     At a Senate Banking Committee hearing held on July 28, 1995, a joint 
proposal was presented by the Department of the Treasury, the FDIC and the OTS 
regarding capitalizing SAIF so it would have a reserve ratio of 1.25%.  The 
proposal included a special assessment of approximately 85 to 90 basis points 
on all SAIF deposits held as of March 31, 1995, which assessment would be due 
on January 1, 1996.  Upon payment of the special assessment, an institution's 
assessment rate would decrease from 23 basis points to a rate comparable to 
the rates for BIF assessments.  Weaker institutions could be exempted from the 
special assessment but would continue to pay at a higher assessment rate 
(between 23 and 31 basis points) for calendar years 1996 through 1999.  The 
proposal also included a merger of the SAIF and the BIF no later than 1998.  
Another key feature of the proposal was to expand the assessment base for 
payments on Financing Corporation bonds to include BIF members and not just 
SAIF members.  The foregoing are proposals which require action by Congress 
before they can become effective.  There is uncertainly as to whether or when 
Congress will act on any of these proposals.


<PAGE>
     As part of the testimony at the hearing, there was reference to 
eliminating distinctions between thrift and bank charters and to the effect 
that the Department of the Treasury is developing a comprehensive proposal to 
deal with this and related issues.  It is too early to tell whether action 
will be taken to eliminate charter distinctions or how such changes would be 
implemented.  If such changes were implemented, they could have a material 
impact on the Company.

STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 121

     In March 1995 the Financial Accounting Standards Board issued SFAS No. 
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived 
Assets to Be Disposed Of."  SFAS No. 121 requires that long-lived assets and 
certain identifiable intangibles to be held and used be reviewed for 
impairment whenever events or changes in circumstances indicate that the 
carrying amount of an asset may not be recoverable.  In addition, SFAS No. 121 
requires that long-lived assets and certain identified intangibles to be 
disposed of be reported at the lower of carrying amount or fair value less 
costs to sell.  SFAS No. 121 must be adopted for financial statements for 
fiscal years beginning after December 15, 1995.  The impact on the Company of 
adopting SFAS No. 121 is not expected to be material.


<PAGE>
                     PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.
         --------------------------------

        (a) Exhibits.

            2   Purchase of Assets and Liability Assumption Agreement, dated
                as of May 12, 1995, between Home Savings of America, FSB 
                and GreenPoint Bank.

            10  Consulting Agreement, dated as of November 1, 1994, 
                between H. F. Ahmanson & Company and Robert M. De Kruif.

            11  Statement of Computation of Earnings per Share.

            27  Financial Data Schedule.


        (b) Reports on Form 8-K.

            The Registrant filed with the Commission a Current Report on Form
            8-K on April 5, 1995 with respect to the commencement of the 
            Registrant's medium term note program.

            The Registrant filed with the Commission a Current Report on Form 
            8-K on April 14, 1995 with respect to the Registrant's issuance 
            of medium term notes.

            The Registrant filed with the Commission a Current Report on Form 
            8-K on May 25, 1995 with respect to the execution of a Purchase    
            of Assets and Liability Assumption Agreement, dated as of May 12, 
            1995, between Home Savings of America, FSB and GreenPoint Bank.







<PAGE>
                              SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.



Date:	 October 27, 1995                H. F. Ahmanson & Company



                                         /s/  Kevin M. Twomey
                                      -------------------------------
                                      Kevin M. Twomey
                                      Senior Executive Vice President  
                                      and Chief Financial Officer
                                      (Authorized Signer)



                                         /s/  George Miranda
                                      -------------------------------
                                      George Miranda
                                      First Vice President and
                                      Principal Accounting Officer









<PAGE>
<TABLE>
<CAPTION>
                                EXHIBIT INDEX


       Exhibit                                                  Sequentially
       Number                 Description                       Numbered Page
      --------                ------------                      --------------
         <S>          <C>                                            <C>
          2           Purchase of Assets and Liability 
                      Assumption Agreement, dated as of 
                      May 12, 1995, between Home Savings
                      of America, FSB and GreenPoint Bank.            *

         10           Consulting Agreement, dated as of
                      November 1, 1994, between H. F. Ahmanson
                      & Company and Robert M. De Kruif.               *

         11           Statement of Computation of Earnings
                      per Share.                                     31

         27           Financial Data Schedule.                       **





































<FN>
*   Filed with Form 10-Q previously filed for the quarter ended June 30, 1995.
**  Filed electronically with the Securities and Exchange Commission.
</TABLE>

<PAGE>
H. F. Ahmanson & Company and Subsidiaries
Statement of Computation of Earnings Per Share
Exhibit 11


     Common stock equivalents identified by the Company in determining its 
primary earnings per common share are stock options and stock appreciation 
rights. In addition, common stock equivalents used in the determination of 
fully diluted earnings per common share include the effect, when such effect 
is not anti-dilutive, of the 6% Cumulative Convertible Preferred  Stock, 
Series D which is convertible into 11.8 million shares of Common Stock at 
$24.335 per share of Common Stock.  The following is a summary of the 
calculation of earnings per common share:
<TABLE>
<CAPTION>

                                                      For the Three Months Ended     For the Six Months Ended       
                                                              June 30,                        June 30,
                                                     ---------------------------    ---------------------------
                                                        1995             1994          1995            1994     
                                                     -----------     -----------    -----------     -----------  
                                                           (dollars in thousands, except per share data)
<S>                                                  <C>             <C>            <C>             <C>
Primary earnings (loss) per common share:
                                                     
  Earnings before cumulative effect of accounting
    change                                           $    64,389     $    73,541    $   117,239     $   128,896  
  Less accumulated dividends on preferred stock          (12,607)        (12,607)       (25,215)        (25,215) 
                                                     -----------     -----------    -----------     -----------  
  Earnings attributable to common shares before
    cumulative effect of accounting change                51,782          60,934         92,024         103,681
  Cumulative effect of change in accounting for
    goodwill                                                -               -          (234,742)           -
                                                     -----------     -----------    -----------     -----------  
      Net earnings (loss) attributable to common
        shares                                       $    51,782     $    60,934    $  (142,718)    $   103,681 
                                                     ===========     ===========    ===========     ===========  
  Weighted average number of common shares
    outstanding                                      117,296,534     116,917,744    117,329,168     116,930,554  
  Dilutive effect of outstanding common stock
    equivalents                                          757,783         280,884           -            275,427  
                                                     -----------     -----------    -----------     -----------  
  Weighted average number of common shares as
    adjusted for calculation of primary
    earnings (loss) per share                        118,054,317     117,198,628    117,329,168     117,205,981  
                                                     ===========     ===========    ===========     ===========  
  Primary earnings per common share before
    cumulative effect of accounting change           $      0.44     $      0.52    $      0.78     $      0.88  
  Cumulative effect of change in accounting for
    goodwill                                                 -               -            (2.00)            -  
                                                     -----------     -----------    -----------     -----------  
      Primary earnings (loss) per common share       $      0.44     $      0.52    $     (1.22)    $      0.88
                                                     ===========     ===========    ===========     ===========  


Fully diluted earnings (loss) per common share:

  Earnings before cumulative effect of accounting
    change                                           $    64,389     $    73,541    $   117,239     $   128,896 
  Less accumulated dividends on convertible and
    noncovertible preferred stock                         (8,295)         (8,295)       (25,215)        (16,590)
                                                     -----------     -----------    -----------     -----------
  Earnings attributable to common shares before
    cumulative effect of accounting change                56,094          65,246         92,024         112,306
  Cumulative effect of change in accounting for
    goodwill                                                -               -          (234,742)           -
                                                     -----------     -----------    -----------     -----------  
    Net earnings (loss) attributable to common
      shares                                         $    56,094     $    65,246    $  (142,718)    $   112,306 
                                                     ===========     ===========    ===========     ===========

  Weighted average number of common shares
    outstanding                                      117,296,534     116,917,744    117,329,168     116,930,554  
  Dilutive effect of outstanding common stock
    equivalents                                       12,635,521      12,154,241           -         12,172,313      
                                                     -----------     -----------    -----------     -----------  
  Weighted average number of common shares as
    adjusted for calculation of fully diluted
    earnings (loss) per share                        129,932,055     129,071,985    117,329,168     129,102,867  
                                                     ===========     ===========    ===========     ===========  
  Fully diluted earnings per common share before
    cumulative effect of accounting change           $      0.43     $      0.51    $      0.78     $      0.87  
  Cumulative effect of change in accounting for
    goodwill                                                 -               -            (2.00)            -  
                                                     -----------     -----------    -----------     -----------  
      Fully diluted earnings (loss) per common share $      0.43     $      0.51    $     (1.22)    $      0.87
                                                     ===========     ===========    ===========     ===========  
</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE>          9
<LEGEND>
This schedule contains summary financial information extracted from Form 10-Q of H. 
F. Ahmanson & Company for the six months ended June 30, 1995 and is qualified in its 
entirety by reference to such financial statements.
</LEGEND> 
<MULTIPLIER>                                  1,000
<PERIOD-TYPE>                                  YEAR
<FISCAL-YEAR-END>                       DEC-31-1995
<PERIOD-END>                            JUN-30-1995
<CASH>                                      687,257
<INT-BEARING-DEPOSITS>                            0
<FED-FUNDS-SOLD>                          1,099,000
<TRADING-ASSETS>                                  0
<INVESTMENTS-HELD-FOR-SALE>                 890,305
<INVESTMENTS-CARRYING>                   17,618,168
<INVESTMENTS-MARKET>                     17,864,326
<LOANS>                                  30,569,370
<ALLOWANCE>                                 389,927
<TOTAL-ASSETS>                           53,241,683
<DEPOSITS>                               42,988,665
<SHORT-TERM>                                529,841
<LIABILITIES-OTHER>                         722,460
<LONG-TERM>                               6,169,705
<COMMON>                                          0
                             0
                                       0
<OTHER-SE>                                2,831,012
<TOTAL-LIABILITIES-AND-EQUITY>           53,241,683
<INTEREST-LOAN>                           1,246,072
<INTEREST-INVEST>                           597,476
<INTEREST-OTHER>                                  0
<INTEREST-TOTAL>                          1,843,548
<INTEREST-DEPOSIT>                          924,236
<INTEREST-EXPENSE>                        1,238,129
<INTEREST-INCOME-NET>                       605,419
<LOAN-LOSSES>                                52,009
<SECURITIES-GAINS>                            9,392
<EXPENSE-OTHER>                             442,268
<INCOME-PRETAX>                             200,544
<INCOME-PRE-EXTRAORDINARY>                  200,544
<EXTRAORDINARY>                                   0
<CHANGES>                                  (234,742)
<NET-INCOME>                               (117,503)
<EPS-PRIMARY>                                 (1.22)
<EPS-DILUTED>                                 (1.22)
<YIELD-ACTUAL>                                 2.32
<LOANS-NON>                                 706,911
<LOANS-PAST>                                      0
<LOANS-TROUBLED>                            141,266
<LOANS-PROBLEM>                              16,051
<ALLOWANCE-OPEN>                            400,232
<CHARGE-OFFS>                                75,852
<RECOVERIES>                                 13,538
<ALLOWANCE-CLOSE>                           389,927
<ALLOWANCE-DOMESTIC>                        389,927
<ALLOWANCE-FOREIGN>                               0
<ALLOWANCE-UNALLOCATED>                           0

	










</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission