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                                                                   EXHIBIT 10.24

                              AMENDMENT NO. 1996-1
                              TO 1988 STOCK OPTION
                               AND INCENTIVE PLAN

          This Amendment No. 1996-1 is made to the Great Western Financial
Corporation 1988 Stock Option and Incentive Plan, as amended effective July 26,
1994 (the "Plan").  Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Plan.

          WHEREAS, Great Western Financial Corporation (the "Company") has
determined that it is in its best interest and that of its stockholders to amend
the Plan as set forth herein;

          NOW, THEREFORE, the Plan is amended as follows:

          1.   Section 5.8 of the Plan is amended in its entirety to read as
follows:

          5.8  Acceleration upon a Change in Control.
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               Upon the occurrence of a Change in Control (as defined in Section
          7.9 hereof), each Option granted under Section 5.2 hereof shall
          become exercisable in full and that portion of any Option granted
          under Section 5.3 hereof equal to that percentage of the calendar year
          that the holder served as a director shall become exercisable.

          2.   Section 6.3 of the Plan is amended in its entirety to read as
follows:

          6.3  Acceleration of Awards.
               ---------------------- 

               6.3.1.  Upon the occurrence of a Change in Control (as defined in
          Section 7.9 hereof), (i) each Option and Stock Appreciation Right
          under the Key Employee
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          Program shall become exercisable in full, (ii) Restricted Stock
          delivered under the Key Employee Program shall immediately vest free
          of restrictions, and (iii) each other Award outstanding under the Key
          Employee Program shall be fully vested and exercisable.

               6.3.2.  If, during a Potential Change in Control Period (as
          defined in Section 7.36 hereof), an Employee Participant's employment
          with the Corporation is terminated by the Corporation without cause
          or by the Employee Participant under circumstances that would entitle
          such individual to terminate his or her employment and receive
          severance benefits under the Company's Special Severance Plan,
          whether or not such Employee Participant is a participant in such
          Plan, (i) each Option and Stock Appreciation Right held by such
          Employee Participant shall become exercisable in full, (ii) Restricted
          Stock held by such Employee Participant shall immediately vest free
          of restrictions, and (iii) each other Award held by such Employee
          Participant shall be fully vested and exercisable.

          3.   The Plan is amended by deleting Section 7.19 and by renumbering
Sections 7.9 through 7.18 as Sections 7.10 through 7.19, respectively.

          4.   Section 7 of the Plan is amended by adding the following as a new
Section 7.9:

               7.9  A "Change in Control" shall be deemed to have occurred if
          the event set forth in any one of the following paragraphs shall have
          occurred:

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               (i) any Person is or becomes the Beneficial Owner (as defined in
          Rule 13d-3 under the Exchange Act), directly or indirectly, of
          securities of the Corporation (not including in the securities
          beneficially owned by such Person any securities acquired directly
          from the Corporation or its affiliates) representing 25% or more of
          either the then outstanding shares of common stock of the Corporation
          or the combined voting power of the Corporation's then outstanding
          securities, excluding any Person who becomes such a beneficial owner
          in connection with a transaction described in clause (A) of paragraph
          (iii) below; or
               (ii) the following individuals cease for any reason to constitute
          a majority of the number of directors then serving: individuals who,
          on December 10, 1996, constitute the Board of Directors and any new
          director (other than a director whose initial assumption of office is
          in connection with an actual or threatened election contest,
          including but not limited to a consent solicitation, relating to the
          election of directors of the Corporation) whose appointment or
          election by the Board of Directors or nomination for election by the
          Corporation's stockholders was approved by a vote of at least two-
          thirds (2/3) of the directors then still in office who either were
          directors on December 10, 1996, or whose appointment, election or
          nomination for election was previously so approved; or

                (iii)  there is consummated a merger or consolidation of the
          Corporation with any other corporation, other than (A) a merger or
          consolidation which would result in the voting securities of the
          Corporation outstanding immediately prior to such 

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          merger or consolidation continuing to represent (either by remaining
          outstanding or by being converted into voting securities of the
          surviving entity or any parent thereof) at least 60% of the combined
          voting power of the voting securities of the Corporation or such
          surviving entity or any parent thereof outstanding immediately after
          such merger or consolidation, or (B) a merger or consolidation
          effected to implement a recapitalization of the Corporation (or
          similar transaction) in which no Person is or becomes the beneficial
          owner, directly or indirectly, of securities of the Corporation (not
          including in the securities beneficially owned by such Person any
          securities acquired directly from the Corporation or its subsidiaries)
          representing 25% or more of either the then outstanding shares of
          common stock of the Corporation or the combined voting power of the
          Corporation's then outstanding securities; or

               (iv) the stockholders of the Corporation approve a plan of
          complete liquidation or dissolution of the Corporation or there is
          consummated an agreement for the sale or disposition by the
          Corporation of all or substantially all of the Corporation's assets.

          Notwithstanding the foregoing, a "Change in Control" shall not be
          deemed to have occurred by virtue of the consummation of any
          transaction or series of integrated transactions immediately following
          which the record holders of the common stock of the Corporation
          immediately prior to such transaction or series of transactions
          continue to have substantially the same proportionate ownership in an
          entity which

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          owns all or substantially all of the assets of the Corporation 
          immediately following such transaction or series of transactions.

          5.   Section 7 of the Plan is amended by renumbering Sections 7.32
and 7.33 as Sections 7.33 and 7.34, respectively, and by renumbering Sections
7.34 through 7.38 as Sections 7.37 through 7.41, respectively.

          6.   Section 7 of the Plan is amended by adding the following as a new
Section 7.32:

               7.32  "Person" shall have the meaning given in Section 3(a)(9) of
          the Exchange Act, as modified and used in Sections 13(d) and 14(d)
          thereof, except that such term shall not include (i) the Corporation
          or any of its Subsidiaries, (ii) a trustee or other fiduciary holding
          securities under an employee benefit plan of the Corporation or any of
          its Subsidiaries, (iii) an underwriter temporarily holding securities
          pursuant to an offering of such securities, or (iv) a corporation
          owned, directly or indirectly, by the stockholders of the Corporation
          in substantially the same proportions as their ownership of stock of
          Corporation.

          7.   Section 7 of the Plan is amended by adding the following as a new
Section 7.35:

               7.35  A "Potential Change in Control" shall be deemed to have
          occurred if the event set forth in any one of the following
          paragraphs shall have occurred:

               (i)  the Corporation enters into an agreement, the consummation
          of which would result in the occurrence of a Change in Control;

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               (ii)  the Corporation or any Person publicly announces an
          intention to take or to consider taking actions which, if 
          consummated, would constitute a Change in Control;

               (iii)  any Person becomes the beneficial owner, directly or
          indirectly, of securities of the Corporation (not including in the
          securities beneficially owned by such Person any securities acquired
          directly from the Corporation or its affiliates) representing 15% or
          more of either the then outstanding shares of common stock of the
          Corporation or the combined voting power of the Corporation's then
          outstanding securities;

               (iv) the filing with the Federal Home Loan Bank Board and/or the
          FSLIC or their successor of an application for Change in Control; or

               (v)  the Board of Directors adopts a resolution to the effect
          that, for purposes of this Agreement, a Potential Change in Control
          has occurred.

          8.   Section 7 of the Plan is amended by adding the following as a new
Section 7.36:

               7.36  "Potential Change in Control Period" shall mean a period
          commencing upon the occurrence of an event constituting a Potential 
          Change in Control and ending on the date six months following the 
          date on which such Potential Change in Control ceases to exist 
          (whether by Board resolution or otherwise).

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          The effective date of this Amendment No. 1996-1 shall be December 10,
1996.  Except as herein modified, the Plan shall remain in full force and
effect.

                              GREAT WESTERN
                                FINANCIAL CORPORATION



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

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