<PAGE>





                                  FORM 10-Q


                     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 March 31, 1997

                                     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:  34    
                                                     
               Total number of sequentially numbered pages:  35

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 March 31, 1997:  $.01 par value - 100,595,547 shares.



<PAGE>

                      PART I.     FINANCIAL INFORMATION



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

     The condensed consolidated 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 
consolidated 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 consolidated financial statements be 
read in conjunction with the consolidated 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                                                        March 31, 1997       December 31, 1996
------                                                        --------------       -----------------
<S>                                                           <C>                  <C>
Cash and amounts due from banks                                $   540,831           $   691,578
Securities purchased under agreements to resell                    283,800               737,500
Other short-term investments                                        12,160                14,782
                                                               -----------           -----------
     Total cash and cash equivalents                               836,791             1,443,860
Other investment securities held to 
  maturity [market value 
  $3,395 (March 31, 1997) and 
  $2,456 (December 31, 1996)]                                        3,426                 2,438
Other investment securities available for 
  sale [amortized cost 
  $8,582 (March 31, 1997) and
  $8,541 (December 31, 1996)]                                        8,982                 9,159
Investment in stock of Federal Home 
  Loan Bank (FHLB), at cost                                        427,500               420,978
Mortgage-backed securities (MBS) 
  held to maturity [market value 
  $4,893,274 (March 31, 1997) and
  $5,111,367 (December 31, 1996)]                                4,903,351             5,066,670
MBS available for sale [amortized cost 
  $9,718,379 (March 31, 1997) and 
  $9,359,058 (December 31, 1996)]                                9,513,898             9,229,842
Loans receivable less allowance for losses of 
  $387,688 (March 31, 1997) and
  $389,135 (December 31, 1996)                                  30,542,140            30,723,398
Loans held for sale [market value   
  $379,889 (March 31, 1997) and 
  $1,080,046 (December 31, 1996)]                                  379,548             1,065,760
Accrued interest receivable                                        210,512               209,839
Real estate held for development and 
  investment (REI) less allowance for losses of 
  $121,318 (March 31, 1997) and 
  $132,432 (December 31, 1996)                                     147,425               147,851
Real estate owned held for sale (REO)
  less allowance for losses of 
  $29,529 (March 31, 1997) and  
  $32,137 (December 31, 1996)                                      233,694               247,577
Premises and equipment                                             412,652               424,567
Goodwill and other intangible assets                               298,887               308,083
Other assets                                                       778,320               602,022
                                                               -----------           -----------
                                                               $48,697,126           $49,902,044
                                                               ===========           ===========

Liabilities, Capital Securities of Subsidiary Trust
---------------------------------------------------
and Stockholders' Equity
------------------------

Deposits:
  Non-interest bearing                                         $ 1,014,874           $   985,594
  Interest bearing                                              33,384,251            33,788,351
                                                               -----------           -----------
                                                                34,399,125            34,773,945
Securities sold under agreements to repurchase                   2,325,000             1,820,000
Other short-term borrowings                                        458,640               210,529
FHLB and other borrowings                                        7,847,454             9,549,992
Other liabilities                                                1,029,512               917,198
Income taxes                                                        90,118                48,918
                                                               -----------           -----------
  Total liabilities                                             46,149,849            47,320,582
Company-obligated mandatorily redeemable capital securities,
  Series A, of subsidiary trust holding solely Junior
  Subordinated Deferrable Interest Debentures of the Company       148,335               148,413
Stockholders' equity                                             2,398,942             2,433,049
                                                               -----------           -----------
                                                               $48,697,126           $49,902,044
                                                               ===========           ===========
</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 March 31,
                                                                   -------------------------
                                                                       1997          1996
                                                                   -----------   -----------
<S>                                                                <C>           <C>
Interest income:
  Loans                                                            $   577,533   $   574,855
  MBS                                                                  267,673       308,354
  Investments                                                           16,897        11,661
                                                                   -----------   -----------
      Total interest income                                            862,103       894,870
                                                                   -----------   -----------

Interest expense:
  Deposits                                                             375,139       387,173
  Short-term borrowings                                                 33,120        40,230
  FHLB and other borrowings                                            136,225       150,485
                                                                   -----------   -----------
      Total interest expense                                           544,484       577,888
                                                                   -----------   -----------
      Net interest income                                              317,619       316,982
Provision for loan losses                                               24,223        45,942
                                                                   -----------   -----------
      Net interest income after provision for loan losses              293,396       271,040
                                                                   -----------   -----------
Noninterest income:
  Gain on sales of loans                                                 7,989        15,028
  Loan servicing income                                                 16,748        15,145
  Banking and other retail service fees                                 29,334        14,223
  Other fee income                                                      16,381        12,596
  Gain on sale of Arizona retail deposit branch system                  15,956          -    
  Other operating income                                                 2,461         3,538 
                                                                   -----------   -----------
                                                                        88,869        60,530
                                                                   -----------   -----------
Noninterest expense:
  Compensation and other employee expenses                              95,468        97,444
  Occupancy expenses                                                    26,712        29,238
  Federal deposit insurance premiums and assessments                     6,549        20,824
  Other general and administrative expenses                             58,044        45,542
                                                                   -----------   -----------
      Total general and administrative expenses (G&A)                  186,773       193,048
  Operations of REI                                                      1,859         6,743
  Operations of REO                                                     22,108        25,689
  Amortization of goodwill and other intangible assets                   6,390         3,994
                                                                   -----------   -----------
                                                                       217,130       229,474
                                                                   -----------   -----------
                                          
Income before provision for income taxes                               165,135       102,096
Provision for income taxes                                              62,042        37,341
                                                                   -----------   -----------
Net income                                                         $   103,093   $    64,755 
                                                                   ===========   ===========
Net income attributable to common shares                           $    94,685   $    52,147
                                                                   ===========   =========== 

Income per common share:            
  Primary                                                          $      0.93   $      0.45
  Fully diluted                                                           0.87          0.45 

Common shares outstanding, weighted average:
   Primary                                                         102,308,938   114,781,516
   Fully diluted                                                   113,968,090   126,651,898

Return on average assets                                                  0.84%         0.51% 
Return on average equity                                                 17.21%         8.60% 
Return on average tangible equity*                                       19.29%         9.18% 
Efficiency ratio                                                         49.14%        53.78% 



<FN>
*Net income excluding amortization of goodwill and other intangible assets (net of applicable tax) as a 
percentage of average equity excluding goodwill and other intangible assets (net of applicable tax).
</FN>
</TABLE>


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

                                                                                      For The Three
                                                                                  Months Ended March 31,
                                                                                 ------------------------
                                                                                     1997         1996
                                                                                 -----------  -----------
<S>                                                                              <C>          <C>
Cash flows from operating activities:
 Net income                                                                      $   103,093  $    64,755 
 Adjustments to reconcile net income to net cash
  provided by operating activities:
   Provision for losses on loans and real estate                                      34,483       59,422
   Proceeds from sales of loans held for sale                                        591,142      956,134
   Loans originated for sale                                                        (327,695)    (631,777)
   Increase in other liabilities                                                     184,168       21,009 
   Other, net                                                                        (63,293)     (54,095)
                                                                                 -----------  -----------
    Net cash provided by operating activities                                        521,898      415,448 
                                                                                 -----------  -----------

Cash flows from investing activities:
 Principal payments on loans                                                         738,873      466,255
 Principal payments on MBS                                                           344,385      372,830
 Loans originated for investment (net of refinances)                                (758,923)    (537,211)
 Proceeds from maturities of other investment securities                                 165         -
 Proceeds from sales of other investment securities                                     -              77
 Other investment securities purchased                                                (1,187)        -
 Redemption of FHLB stock                                                               -          89,386 
 Proceeds from sales of REO                                                          121,314      102,955
 Other, net                                                                         (143,332)     (33,769)
                                                                                 -----------  -----------
    Net cash provided by investing activities                                        301,295      460,523 
                                                                                 -----------  -----------
Cash flows from financing activities:
 Net decrease in deposits                                                           (374,820)    (296,553)
 Net decrease in borrowings maturing in 90 days or less                             (186,889)  (1,015,880)
 Proceeds from other borrowings                                                    1,408,068    1,638,723
 Repayment of other borrowings                                                    (2,171,008)  (1,258,394)
 Common stock purchased for treasury                                                 (75,117)     (77,517)
 Dividends to stockholders                                                           (30,496)     (37,662)
                                                                                 -----------  -----------
    Net cash used in financing activities                                         (1,430,262)  (1,047,283)
                                                                                 -----------  -----------
Net decrease in cash and cash equivalents                                           (607,069)    (171,312)

Cash and cash equivalents at beginning of period                                   1,443,860    1,147,156
                                                                                 -----------  -----------
Cash and cash equivalents at end of period                                       $   836,791  $   975,844
                                                                                 ===========  ===========
</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 and consumer finance-oriented financial 
services companies in the United States, and is engaged in consumer and small 
business banking and related financial services 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

     The Company earned net income during the first quarter of 1997 of $103.1 
million, or $0.87 per fully diluted common share, which represents a 59% 
increase in net income, or 93% per fully diluted common share, compared to the 
first quarter of 1996 and a 13% increase in net income, or 18% per fully 
diluted common share, compared to the fourth quarter of 1996.  Results for 
1997 include an after-tax gain on the sale of the Company's Arizona retail 
deposit branch system of $9.5 million, or $0.08 per fully diluted common 
share.  Return on equity was 17.2% for the first quarter of 1997, and would 
have been 15.6% without the Arizona gain, compared to 8.6% for the first 
quarter of 1996 and 14.7% for the fourth quarter of 1996.

     Cash earnings per share are based on the number of weighted average 
shares utilized in the computation of the Company's fully diluted earnings per 
share, with amortization of goodwill and other intangibles (net of applicable 
taxes) added back to net income.  The Company's cash earnings per share are 
not necessarily comparable to similarly titled measures reported by other 
companies.  Cash earnings per fully diluted share were $0.90 in the first 
quarter of 1997, compared to $0.46 and $0.77 per fully diluted share in the 
first and fourth quarters of 1996, respectively.  Cash return on equity was 
19.3% for the first quarter of 1997, compared to 9.2% and 16.6% for the first 
and fourth quarters of 1996, respectively.  Excluding the Arizona gain, the 
cash return on equity would have been 17.6%.

RESULTS OF OPERATIONS

     Net interest income totaled $317.6 million for the first quarter of 1997, 
compared to $317.0 million in the first quarter of 1996, and $317.7 million in 
the fourth quarter of 1996.  The average net interest margin was 2.64% in the 
first quarter of 1997, compared to 2.62% in the first quarter of 1996, and 
2.65% in the fourth quarter of 1996.

     In the first quarter of 1997, noninterest income, excluding the gain on 
the sale of the Arizona branches, was $72.9 million, an increase of $12.4 
million from $60.5 million reported in the first quarter of 1996.

     The Company continues its ongoing strategy of concentrating deposit 
gathering activities in its key retail markets.  In March 1997, the Company 
completed the sale of its Arizona deposit franchise consisting of four 
branches and $252 million in deposits for a pre-tax gain of $16.0 million.  
During the first quarter of 1997, the Company announced the sale of its 12 
West Florida branches.  That transaction is expected to close in the second 
quarter of 1997.


<PAGE>
     During the first quarter of 1997, fee income from the Personal Financial 
Services division ("PFS") and Griffin Financial Services unit ("Griffin") 
continued its improving trend.  Fee income from PFS for the first quarter of 
1997 was $31.1 million compared to $15.2 million in the first quarter of 1996 
and $29.9 million in the fourth quarter of 1996. Griffin fee income also 
improved in the first quarter of 1997, reaching $5.0 million compared to $3.7 
million in the first quarter of 1996 and $4.4 million in the fourth quarter of 
1996.

     General and administrative expenses ("G&A") were $186.8 million in the 
first quarter of 1997, compared to $193.0 million in the first quarter of 1996 
and $188.2 million in the fourth quarter of 1996.  The first quarter of 1997 
included $6.5 million of FDIC assessments while the first and fourth quarters 
of 1996 included $20.8 million and $1.3 million, respectively.

     The efficiency ratio, defined by the Company as G&A expenses as a 
percentage of net interest income plus loan servicing, banking and other 
retail service fees and other fee income, was 49.1% in the first quarter of 
1997, compared to 53.8% and 49.5% in the first and fourth quarters of 1996, 
respectively.

CREDIT COSTS/ASSET QUALITY

     Total credit costs (which includes the provision for loan losses and 
expenses for the operations of REO) amounted to $46.3 million during the first 
quarter of 1997, compared to $71.6 million in the first quarter of 1996 and 
$57.0 million in the fourth quarter of 1996, representing reductions of 35% 
and 19%, respectively.  Credit costs for the first quarter of 1997 reflected 
both lower net charge-offs and significantly lower nonperforming asset levels 
compared to the first quarter of 1996.  Net charge-offs for the first quarter 
of 1997 totaled $25.7 million, compared to $41.5 million in the first quarter 
of 1996 and $38.5 million in the fourth quarter of 1996.

     During the first quarter of 1997, nonperforming assets ("NPAs"), which 
consist of nonaccrual loans and REO, declined by $53.5 million from year-end 
1996, reaching their lowest level since November 1990.  At March 31, 1997, 
NPAs totaled $792.7 million, or 1.63% of total assets, compared to $977.4 
million, or 1.96%, at March 31, 1996 and $846.2 million, or 1.70%, at December 
31, 1996.  NPAs decreased each month during the first quarter of 1997.

     At March 31, 1997, the allowances for loan losses and REO were $387.7 
million and $29.5 million, respectively.  The ratio of allowances for losses 
to NPAs equaled 50.7% at March 31, 1997, compared to 41.7% at March 31, 1996 
and 48.0% at December 31, 1996.

LOAN ORIGINATIONS

     The Company originated $1.0 billion of mortgage loans in the first 
quarter of 1997, compared to $1.3 billion in the first quarter of 1996.  The 
Company also funded $136 million in consumer loans during the first quarter of 
1997, compared to $17 million in the first quarter of 1996.


<PAGE>
CAPITAL

     At March 31, 1997, Home Savings' capital ratios exceeded the regulatory 
requirements for a bank to be rated "well-capitalized," the highest regulatory 
standard.

     In the first quarter of 1997, Ahmanson purchased 2.2 million shares of 
its common stock at an average price of $35.06 per share, for a total of $75.1 
million.  Between the initiation of the first stock purchase program in 
October 1995 and March 31, 1997, Ahmanson has purchased 19.2 million common 
shares, or 16% of the outstanding shares at September 30, 1995, at an average 
price of $27.11.

     On May 13, 1997, the Company's Board of Directors authorized a new 
program to purchase an additional $250 million of the Company's common stock, 
following completion of its existing program.  This will be the Company's 
fourth common stock purchase program.  Including this new program, the Company 
has authorized, since October 1995, the purchase of $900 million of common 
stock and the redemption of $175 million of preferred stock.

GREAT WESTERN FINANCIAL PROPOSED MERGER

     On February 17, 1997, the Company proposed a merger transaction with 
Great Western Financial Corporation ("Great Western").  The merged company 
would be one of the nation's leading financial institutions with combined 
assets of approximately $93 billion.  As originally proposed, Great Western's 
stockholders would have received in a tax-free exchange 1.05 shares of 
Ahmanson Common Stock for each share of common stock of Great Western.  Based 
on the closing price of Ahmanson Common Stock on February 14, 1997 (the last 
trading day before announcement of the original proposal), the exchange ratio 
would have produced a value of $42.53 for each share of the common stock of 
Great Western, or a premium of 24.2% over the closing market price of Great 
Western's common stock on February 14, 1997.

     On March 6, 1997, Great Western announced that it had entered into an 
agreement to merge with Washington Mutual, Inc. ("WAMU"), subject to approval 
by the stockholders of Great Western and WAMU and by applicable regulatory 
agencies.  

     On March 17, 1997, the Company announced that it had enhanced its 
proposal by establishing a floating exchange ratio for Great Western common 
shares linked to the market price for Ahmanson common shares.  Under the terms 
of the proposal, each share of common stock of Great Western would be 
converted into that number of shares of Ahmanson Common Stock equal to (a) $50 
divided by (b) the average closing price of Ahmanson Common Stock on the New 
York Stock Exchange on the 20 trading days preceding approval of the proposed 
merger by the Office of the Thrift Supervision ("OTS"), provided that each 
share of common stock of Great Western would be converted into not less than 
1.10 nor more than 1.20 shares of Ahmanson Common Stock.  

     On May 12, 1997, the Company announced its intent to commence an exchange 
offer for all outstanding common shares of Great Western.  Ahmanson intends to 
commence the exchange offer as soon as the Securities and Exchange Commission 
declares effective the exchange offer registration statement.  Under the terms 
of the exchange offer, Great Western stockholders would receive, in a tax-free 
exchange, between 1.10 and 1.20 Common Shares of Ahmanson for each common 
share of Great Western.  Ahmanson intends, as promptly as practicable after 
consummation of the exchange offer, to seek to have Great Western consummate 
the proposed merger.

     The aggregate value of the proposed transaction, based on the currently 
estimated maximum number of shares of Ahmanson Common Stock to be issued and 
the closing price of Ahmanson Common Stock on May 9, 1997, is approximately $6 
billion.


<PAGE>
     The Company believes its proposed merger with Great Western is 
financially superior for the stockholders of Great Western and is in the best 
interest of Great Western's employees and customers, the communities which 
Great Western serves, and the greater Los Angeles region.  The Company remains 
committed to effecting its proposed merger with Great Western.  However, no 
assurance can be given that the merger will be consummated as proposed.

     For further information on the proposed merger, stockholders are 
encouraged to obtain the Registration Statement on Form S-4 (Registration No. 
333-21919) filed with the Securities and Exchange Commission ("SEC") on 
February 18, 1997, Amendment No. 1 thereto filed with the SEC on March 18, 
1997, Amendment No. 2 thereto filed with the SEC on May 13, 1997, any 
subsequent amendments thereto, the documents incorporated therein by reference 
and the exhibits thereto.

COMMUNITY REINVESTMENT COMMITMENT

     On March 20, 1997, Home Savings announced a community reinvestment 
commitment of $70 billion over a 10-year period. The $70 billion commitment, 
among other things, encompasses four broad categories and proposed lending 
targets: (1) single family and consumer lending for the underserved (including 
$45 billion in home (1-4 units) financing and $12 billion in various consumer 
loan products to minorities and individuals in low to moderate census tracts), 
(2) financing for multi-family lending (including $3 billion in multi-family 
financing of which 35% is estimated to be in low to moderate census tracts), 
(3) small business lending (including $10 billion in small business loans) and 
(4) philanthropic giving.

     If the proposal to merge with Great Western transaction does not proceed 
as anticipated, Home Savings will remain committed to the principles contained 
in its commitment and will stand by a pledge commensurate with its deposit 
base, assets, market share, and branch network.


<PAGE>
                             RESULTS OF OPERATIONS

NET INTEREST INCOME

     Net interest income was $317.6 million in the first quarter of 1997 
compared to $317.0 million in the same period of 1996.  The following table 
presents 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 deducted from interest income.  The 
average loan balance for the first quarter of 1997 is presented before the 
deduction of the allowance for loan losses and the average MBS balance for the 
first quarter of 1997 excludes the effect of the unrealized gain or loss on 
MBS available for sale.  The average loan and MBS balances for the first 
quarter of 1996 have been restated to be consistent with the presentation for 
the first quarter of 1997.  As a result of these changes the average rates on 
loans, MBS, total loans and MBS, total interest-earning assets, interest rate 
spread, and the net interest margin have also been restated for the first 
quarter of 1996.
<TABLE>
<CAPTION>
                                                      Three Months Ended March 31,
                                    -----------------------------------------------------------------
                                                  1997                             1996
                                    ------------------------------  ------------------------------
                                      Average              Average    Average              Average
                                      Balance    Interest   Rate      Balance    Interest   Rate
                                    -----------  --------  -------  -----------  --------  -------
                                                         (dollars in thousands)
<S>                                 <C>          <C>       <C>      <C>          <C>       <C>
Interest-earning assets:
  Loans                             $31,581,124  $577,533   7.31%   $31,350,744  $574,855   7.33%
  MBS                                14,317,707   267,673   7.40     16,254,076   308,354   7.60
                                    -----------   -------           -----------  --------  
     Total loans and MBS             45,898,831   845,206   7.34     47,604,820   883,209   7.42
  Investment securities                 983,885    16,897   6.96        799,981    11,661   5.83
                                    -----------  --------           -----------  --------  
  Interest-earning assets            46,882,716   862,103   7.33     48,404,801   894,870   7.40
                                                 --------                        --------
Other assets                          2,144,878                       2,005,370
                                    -----------                     -----------
            Total assets            $49,027,594                     $50,410,171
                                    ===========                     ===========
Interest-costing liabilities:
  Deposits                          $34,670,277   375,139   4.39    $33,924,439   387,173   4.57
                                    -----------  --------           -----------  --------
  Borrowings:
     Short-term                       2,303,269    33,120   5.83      2,671,773    40,230   6.02
     FHLB and other borrowings        8,598,184   133,046   6.28      9,476,696   150,485   6.35
     Trust capital securities           148,362     3,179   8.53           -         -       -  
                                    -----------  --------           -----------  --------
     Total borrowings                11,049,815   169,345   6.22     12,148,469   190,715   6.28
                                    -----------  --------           -----------  --------
  Interest-costing liabilities       45,720,092   544,484   4.83     46,072,908   577,888   5.02
                                                 --------                        --------
Other liabilities                       911,137                       1,326,253
Stockholders' equity                  2,396,365                       3,011,010
                                    -----------                     -----------
            Total liabilities and 
              stockholders' equity  $49,027,594                     $50,410,171
                                    ===========                     ===========
Excess interest-earning assets/
  Interest rate spread              $ 1,162,624             2.50    $ 2,331,893             2.38
                                    ===========                     ===========
Net interest income/ 
  Net interest margin                            $317,619   2.64                 $316,982   2.62
                                                 ========                        ========
</TABLE>


<PAGE>
     Net interest income was reduced by provisions for losses on delinquent 
interest of $8.0 million and $15.9 million in the first quarter of 1997 and 
1996 respectively, related to nonaccrual loans.  The provisions had the effect 
of reducing the net interest margin by 7 basis points and 13 basis points in 
the respective periods.

     The following table presents the changes for the first quarter of 1997 
from the first quarter of 1996 in the Company's interest income and expense 
attributable to various categories of its assets and liabilities 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 practical 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 March 31,
                                              1997 Versus 1996
                                      --------------------------------
                                        Increase/(Decrease) Due to   
                                      --------------------------------
                                       Volume       Rate       Total
                                     ---------    --------   ---------
                                               (in thousands)
<S>                                  <C>          <C>        <C>
Interest income on:
  Loans                              $  4,260     $ (1,582)   $  2,678
  MBS                                 (32,750)      (7,931)    (40,681)
  Investments                           2,841        2,395       5,236
                                     --------     --------    --------
    Total interest income             (25,649)      (7,118)    (32,767)
                                     --------     --------    --------
Interest expense on: 
  Deposits                             15,201      (27,235)    (12,034)
  Short-term borrowings                (5,786)      (1,324)     (7,110)
  FHLB and other borrowings           (16,615)        (824)    (17,439)
  Trust capital securities              3,179         -          3,179 
                                     --------     --------    --------
    Total interest expense             (4,021)     (29,383)    (33,404)
                                     --------     --------    --------
          Net interest income        $(21,628)    $ 22,265    $    637
                                     ========     ========    ========
</TABLE>
     The preceding two tables identify the components of the changes in net 
interest income between the first quarter of 1997 and 1996.  Net interest 
income in the first quarter of 1997 increased slightly compared to the first 
quarter of 1996 despite a decrease of $1.5 billion in earning assets compared 
with the first quarter of 1996.  The increase in net interest income and in 
the net interest margin was primarily due to a decrease of 19 basis points in 
the average rates paid on the Company's interest-costing liabilities, 
partially offset by a decline in the yield earned on the Company's loan and 
MBS portfolio.

     The decrease in average rates paid on interest-costing liabilities was 
primarily due to a decrease in the average cost of deposits, and an increase 
in deposits as a percent of total interest-costing liabilities, both primarily 
related to the Company's acquisition of the 61 former First Interstate 
branches in September 1996.  Yields on loans and MBS declined from the first 
quarter of 1996 due to a lower average COFI index, on which the yields on a 
majority of these assets are based, during the first quarter of 1997 compared 
with the first quarter of 1996.  Although the Company has, since the third 
quarter of 1996, aggressively marketed loan products with alternative indices 
which will diversify the Company's interest sensitivity profile, the  effect 
of these products does not yet materially alter the effect of the COFI-indexed 
component of the loan and MBS portfolio.


<PAGE>
     Additionally, net interest income and the net interest margin were 
constrained by the fact that a higher percentage of interest-earning assets 
were funded by interest-costing liabilities in the first quarter of 1997 
compared to the first quarter of 1996.  The resulting decrease of $1.2 billion 
in excess interest-earning assets in the first quarter of 1997 compared with 
the first quarter of 1996 was primarily the result of the Company's use of 
operating cash flows to fund its ongoing common stock repurchases as it 
redeploys its excess capital to enhance shareholder value.

     The yield on a majority of the Company's interest-earning assets adjust 
monthly based on changes in the monthly weighted average cost of funds of 
savings institutions headquartered in the Federal Home Loan Bank System 
Eleventh District, which comprises California, Arizona and Nevada, as computed 
by the Federal Home Loan Bank ("FHLB") of San Francisco ("COFI").  COFI is 
currently announced on the last business day of the month following the month 
in which such cost of funds was incurred.  The Company's adjustable rate 
mortgages ("ARMs") which adjust based upon changes in COFI ("COFI ARMs") 
generally commence accruing interest at the newly announced rate plus the 
contractual loan factor at the next payment due date following such 
announcement.

     The Company believes that its net interest income is somewhat insulated 
from interest rate fluctuations primarily due to the adjustable rate nature of 
its loan and MBS portfolio.  The Company may experience margin compression 
when increases in market rates, such as the increase in the Federal Funds 
discount rate announced in March 1997, are not immediately reflected in the 
yields on the Company's adjustable rate assets or when market conditions cause 
the Company to pay higher rates for its funds.  The addition in 1996 of new 
loan products tied to the London Interbank Offered Rate ("LIBOR") and yields 
on U.S. Treasury securities was intended to diversify the interest sensitivity 
profile of the Company's interest-earning assets.  Substantially all ARMs 
originated since 1981 are contractually limited as to the lifetime maximum 
interest rates ("rate caps") that may be charged.  In the event of sustained 
significant increases in rates, such rate caps could prevent the Company from 
further increasing rates on certain loans thus contributing to a decrease in 
the net interest margin.  For information regarding the Company's strategies 
related to COFI and limiting its interest rate risk, see "Financial Condition-
-Asset/Liability Management."

CREDIT COSTS

     PROVISION FOR LOAN LOSSES.  The provision for loan losses was $24.2 
million in the first quarter of 1997, a decrease of $21.7 million, or 47%, 
from the $45.9 million provision for the first quarter of 1996.  The decrease 
in the provision was due to lower net charge-offs and the continuing decline 
in the level of nonperforming assets.  For additional information regarding 
the allowance for loan losses, see "Financial Condition--Asset Quality--
Allowance for Loan Losses."

     OPERATIONS OF REO.  Losses from operations of REO were $22.1 million in 
the first quarter of 1997, a decrease of $3.6 million, or 14% from losses of 
$25.7 million for the first quarter of 1996.  The decrease was primarily due 
to declines of $2.2 million in the provision for REO losses and $1.3 million 
in net losses on sales of REO properties.  For additional information 
regarding REO, see "Financial Condition--Asset Quality--NPAs and Potential 
Problem Loans."


<PAGE>
NONINTEREST INCOME

     GAIN ON SALES OF LOANS.  During the first quarter of 1997, loans 
classified as held for sale totaling $581.2 million were sold for a pre-tax 
gain of $8.0 million compared to loans totaling $939.4 million sold for a pre-
tax gain of $15.0 million in the first quarter of 1996.  The loans sold in the 
first quarter of 1997 consisted of $240.3 million in fixed rate loans, $314.0 
million in COFI ARMs and $26.9 million in Treasury ARMs.  The loans sold in 
the first quarter of 1996 consisted of $586.0 million in fixed rate loans, 
$273.6 million in COFI ARMs, and $79.8 million in Treasury ARMs.  The Company 
intends to originate and sell fixed rate mortgage loans and certain ARMs in 
the secondary market.  The sales volume of fixed rate mortgage loans sold 
during the first quarters of 1997 and 1996 was influenced principally by 
borrower demand for such loans.  In addition, the Company's asset size may be 
reduced through loan sales as opportunities arise.

     On January 1, 1997, the Company adopted Statement of Financial Accounting 
Standards ("SFAS") No. 125, "Accounting for Transfers and Servicing of 
Financial Assets and Extinguishments of Liabilities," as amended by SFAS No. 
127," "Deferral of the Effective Date of Certain Provisions of FASB No. 125, 
an Amendment of FASB No. 125."  SFAS No. 125 provides accounting and reporting 
standards for transfers and servicing of financial assets and extinguishments 
of liabilities based on control.  Under this approach, after a transfer of 
financial assets, the Company will recognize the financial and servicing 
assets it controls and the liabilities incurred, and derecognize financial 
assets when control has been surrendered and liabilities when extinguished.  
SFAS No. 125 provides standards for distinguishing transfers of financial 
assets that are sales from transfers that are secured borrowings.  The 
adoption of SFAS No. 125 and SFAS No. 127 had no material effect on the 
Company as the Company's prior methods of accounting were generally consistent 
with the provisions of these Statements.

     The Company capitalizes mortgage servicing rights ("MSR") related to 
mortgage loans designated for sale.  The total cost of the mortgage loans 
designated for sale is allocated to the MSR and the mortgage loans without the 
MSR based on their relative fair values.  MSR related to loans and MBS sold 
are amortized in proportion to and over the projected servicing period as a 
component of loan servicing income.  MSR related to MBS available for sale are 
amortized to interest income on MBS.  The MSR are periodically reviewed for 
impairment based on fair value.  The fair value of the MSR, for the purposes 
of impairment, is measured using a discounted cash flow analysis based on the 
Company's estimated servicing costs, market prepayment rates, ancillary income 
and market-adjusted discount rates.  Impairment losses, if any, are recognized 
through a valuation allowance and charged to loan servicing income.  
Impairment is measured on a disaggregated basis based on predominant risk 
characteristics of the underlying mortgage loans.  The risk characteristics 
used by the Company for the purposes of capitalization and impairment 
evaluation include current loan balance, loan type, loan origination date, 
loan term, the state where the collateral is located and collateral type.  MSR 
totaling $12.9 million were capitalized in the first quarter of 1997.  During 
the first quarter of 1996, MSR of $22.3 million were capitalized.  The changes 
to the valuation allowance included a provision of $1.0 million and $0.6 
million for the first quarter of 1997 and 1996, respectively.  There were no 
charge-offs against this valuation allowance during the first quarter of 1997 
and 1996.  The valuation allowance for MSR impairment was $2.1 million as of 
March 31, 1997.



<PAGE>
     LOAN SERVICING INCOME.  Loan servicing income was $16.7 million in the 
first quarter of 1997, an increase of $1.6 million, or 11%, from $15.1 million 
in the first quarter of 1996.  The increase was primarily due to a $699.0 
million increase in the average portfolio of loans serviced for investors, 
partially offset by a decline of five basis points in the servicing fee rate 
to 0.66% and the addition of $1.0 million to the valuation allowance on MSR 
during the first quarter of 1997 compared to the $0.6 million added to the 
allowance in the first quarter of 1996.  At March 31, 1997 and 1996, the 
portfolio of loans serviced for investors was $14.0 billion and $13.6 billion, 
respectively.

     FEE INCOME.  Total fee income, consisting of banking and other retail 
service fees and other fee income, was $45.7 million in the first quarter of 
1997, an increase of $18.9 million or 71%, from $26.8 million in the first 
quarter of 1996.  Banking and other retail service fees were $29.3 million in 
the first quarter of 1997, an increase of $15.1 million, or 106%, from $14.2 
million in the first quarter of 1996.  The increase was primarily due to the 
Company's success in building fee-based services and the acquisition of the 61 
former First Interstate Bank branches in the third quarter of 1996 which 
resulted in increases of $9.5 million in service charges on deposit accounts 
and $1.1 million in business banking fees related to the Company's new small 
business unit.

     Fee income from other services was $16.4 million in the first quarter of 
1997, an increase of $3.8 million, or 30%, from $12.6 million for the first 
quarter of 1996.  The increase was primarily due to increases of $1.3 million 
in commissions on the higher volume of sales of investment and insurance 
services and products and $1.6 million in other fees.

     GAIN ON SALE OF RETAIL DEPOSIT BRANCH SYSTEM.  In March 1997, the Company 
sold deposits of $251.9 million and branch premises in Arizona resulting in a 
pre-tax gain of $16.0 million.  The gain is net of expenses associated with 
the sale.

NONINTEREST EXPENSE

     G&A EXPENSES.  G&A expenses were $186.8 million in the first quarter of 
1997, a decrease of $6.2 million, or 3%, from $193.0 million in the first 
quarter of 1996.  The components of this decline include was primarily due to 
a reduction of $14.3 million in FDIC assessments as a result of the 
recapitalization of the Savings Association Insurance Fund in the third 
quarter of 1996 and non-recurring severance expenses of approximately $5.0 
million in the first quarter of 1996.  Partially offsetting these declines 
were increases in branch operating expenses due to the former First Interstate 
Bank branches acquired in the third quarter of 1996 and other expenses related 
to the Company initiatives to offer a greater range of consumer and small 
business loan products and services.  The efficiency ratio was 49.1% in the 
first quarter of 1997 compared to 53.8% in the first quarter of 1996.

     OPERATIONS OF REI.  Losses from operations of REI were $1.9 million in 
the first quarter of 1997, a decrease of $4.8 million, or 72%, from losses of 
$6.7 million in the first quarter of 1996.  The decrease was primarily due to 
declines of $2.0 million in operating expenses, $1.8 million in losses on 
sales and $1.0 million in provision for losses.

     At March 31, 1997, REI totaling $140.6 million were classified as long-
term, consisting of four projects located in California, and additional REI 
totaling $6.8 million were classified as held for sale, which consisted of 
seven projects located in California which the Company expects to sell in the 
near term.  There were no specific impairment allowances recognized on these 
REI assets at March 31, 1997 as management believes that the general valuation 
allowance is adequate to cover impairment.


<PAGE>
     The Company is continuing its strategy of exiting the real estate 
investment business.  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.  Plans are underway for the sale of several 
properties in 1997.  No new projects have been initiated since 1990.

     The Company may establish general valuation allowances based on 
management's assessment of the risk of further reductions in carrying values.  
The Company's basis for such estimates include project business plans 
monitored and approved by management, market studies and other information.  
Although management believes the carrying values of the REI and the related 
allowance for losses are fairly stated, declines in carrying values and 
additions to the allowance for losses could result from continued weakness in 
the specific project markets, changes in economic conditions and revisions to 
project business plans, which may reflect decisions by the Company to 
accelerate the disposition of the properties.

     AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS.  Amortization of 
goodwill and other intangible assets was $6.4 million for the first quarter of 
1997, an increase of $2.4 million, or 60%, from $4.0 million for the first 
quarter of 1996, reflecting the amortization of goodwill resulting from the 
purchase of the 61 former First Interstate Bank branches in September 1996.

     PROVISION FOR INCOME TAXES.  The change in the provision for income taxes 
primarily reflected the change in pre-tax income between the comparable 
periods.  The effective tax rates for the first quarter of 1997 and 1996 were 
37.6% and 36.6%, respectively, reflecting management's estimate of the 
Company's full year tax provision.


<PAGE>
                             FINANCIAL CONDITION

     The Company's consolidated assets were $48.7 billion at March 31, 1997,  
a decrease of $1.2 billion, or 2%, from $49.9 billion at December 31, 1996. .  
The loan and MBS portfolio decreased $748.2 million, or 2%, to $45.7 billion 
during the first quarter of 1997 primarily due to sales of and payments on 
loans and MBS.

     The Company's gross loan and MBS portfolio was as follows (dollars in 
thousands):
<TABLE>
<CAPTION>
                              March 31,    Percent of   December 31,  Percent of
                                1997       Portfolio       1996       Portfolio
                             -----------   ----------   -----------   ----------
<S>                          <C>           <C>          <C>           <C>
Real estate loans:                                           
  Single-family              $19,546,692      42.8%     $20,520,469      44.2%
  Multi-family                 9,645,344      21.1        9,557,353      20.6
  Commercial and industrial    1,303,143       2.8        1,338,221       2.8
                             -----------     -----      -----------     -----
                              30,495,179      66.7       31,416,043      67.6
Consumer loans                   761,362       1.7          707,769       1.5
Small business loans              52,835       0.1           54,481       0.1
                             -----------     -----      -----------     -----
    Total loans               31,309,376      68.5       32,178,293      69.2
MBS                           14,417,249      31.5       14,296,512      30.8
                             -----------     -----      -----------     -----
    Total loans and MBS      $45,726,625     100.0%     $46,474,805     100.0%
                             ===========     =====      ===========     =====
</TABLE>
     The Company's loan and MBS portfolio is concentrated in the state of 
California with approximately 75% of the portfolio secured by properties in 
the state.  Only one other state, Florida, represents outstanding portfolio 
balances of greater than 5% of the total.  Due to the concentration of the 
portfolio in California, the Company has been and will continue to be 
impacted, beneficially and adversely, by economic cycles of the state.  The 
recent economic upturn in California has contributed to the significant 
improvement in the Company's credit costs and  management believes a 
continuing positive economic cycle would further improve the Company's credit 
costs during the remainder of the year.

     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 12 MAT ARM, which is also tied to U.S. Treasury securities, 
was introduced in June 1996.  The Company originated $474.1 million of 12 MAT 
ARMs and $38.2 million of other Treasury ARMs during the first quarter of 
1997.  At March 31, 1997, there were $1.5 billion of 12 MAT ARMs in the 
Company's loan portfolio.  Since the second quarter of 1996, the Company has 
increasingly emphasized the origination of these products over its COFI ARM 
products in an effort to restructure the interest sensitivity profile of its 
loan portfolio.  Due to the long-time emphasis on originating COFI ARMs and 
their predominant balance in the current portfolio any benefits from loans 
tied to other indices will be realized slowly over time.


<PAGE>
     The Company's primary business continues to be the origination of loans 
on residential real estate properties.  The Company's loan originations are 
summarized as follows:
<TABLE>
<CAPTION>
                                       For the Three Months
                                          Ended March 31,
                                    ---------------------------
                                       1997             1996
                                    ----------       ----------
                                          (in thousands)
<S>                                 <C>              <C>
Real estate loans:
  Fixed rate                        $  354,380        $  744,267
  COFI ARMs                            108,665           478,450
  12 MAT ARMs                          474,059              -
  Treasury ARMs                         38,214            99,807
  LAMA                                   8,996              -
                                    ----------        ----------
                                       984,314         1,322,524
Consumer loans                         135,514            16,550
Small business loans                    14,693              -
                                    ----------        ----------
                                    $1,134,521        $1,339,074
                                    ==========        ==========
</TABLE>

     At March 31, 1997, the Company was committed to fund real estate loans 
totaling $316.2 million, of which $174.7 million, or 55%, were 12 MAT ARMs, 
$98.7 million, or 31%, were fixed rate loans and $30.0 million, or 9%, were 
COFI ARMs.  Consumer and small business loan commitments were $574.7 million 
and $49.0 million, respectively, at March 31, 1997.  Some loan commitments are 
expected to expire without being drawn upon.  The Company expects to fund 
loans from its liquidity sources.

     In the first quarter of 1997, approximately 70% of real estate loan 
originations were on properties located in California.  At March 31, 1997, 
approximately 97% of the real estate loan and MBS portfolio was secured by 
residential properties, including 76% secured by single family properties.

     The real estate loan and MBS portfolio includes approximately $6.5 
billion in  loans that were originated with loan-to-value ("LTV") ratios 
exceeding 80%, or 14% of the portfolio at March 31, 1997.  Approximately 10% 
of loans originated during the first quarter of 1997 had LTV ratios in excess 
of 80%, all of which were loans on single family properties, including 3% with 
LTV ratios in excess of 90%.  The Company takes the additional risk of 
originating real estate loans with LTV ratios in excess of 80% into 
consideration in its loan underwriting and pricing policies.

     At March 31, 1997, the Company's loan portfolio included $761.4 million 
in consumer loans and $52.8 million in small business loans. The Company is 
continuing to originate consumer loans through its entire distribution network 
and began originating small business loans through some of its California 
branches in the fourth quarter of 1996, with anticipated rollout to all 
California branches by the end of 1997.  Both activities will help achieve the 
Company's objective of positioning itself as a full-service consumer and small 
business bank.



<PAGE>
ASSET/LIABILITY MANAGEMENT

     The Company's principal objective of asset/liability management is to 
maximize net interest income subject to net interest margin volatility and 
liquidity constraints.  Net interest margin volatility results when the rate 
reset (or repricing) characteristics of the Company's assets are materially 
different from those of the Company's liabilities.  Liquidity risk results 
from the mismatching of asset and liability cash flows.

     In order to manage the interest rate risk inherent in its portfolios of 
interest-earning assets and interest-costing liabilities, the Company has 
historically emphasized the origination of ARMs for retention in the loan and 
MBS portfolio, with the majority of originated ARMs indexed to COFI.  The 
interest rate on COFI ARMs do not immediately reflect current market rate 
movements (referred to as the "COFI lag").  The COFI lag arises because (1) 
COFI is determined based on the average cost of all FHLB Eleventh District 
member savings institutions' interest-costing liabilities, some of which do 
not reprice immediately and (2) the Company's COFI ARMs reprice monthly based 
on changes in the cost of such liabilities approximately two months earlier.  
COFI is subject to influences in addition to changes in market interest rates, 
such as changes in the roster of FHLB Eleventh District member savings 
institutions, the aggregate liabilities and the mix of liabilities at such 
institutions, and legislative and regulatory developments which affect the 
business of such institutions.  Due to the unique characteristics of COFI, the 
secondary market for COFI loans and MBS is not as consistently liquid as it is 
for various other loans and MBS. 

     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 ("Treasury ARMs").  The ARM products offered were further expanded 
in June 1996 with the introduction of 12 MAT ARMs, which are tied to the 12-
month moving average of the monthly average one-year constant maturity 
treasury, and LAMA loans, which are tied to LIBOR 12-month moving average of 
one-month LIBOR.  Since June 1996 the Company has increasingly emphasized the 
origination of these products over its COFI ARMs in an effort to diversify the 
interest rate sensitivity of its loan portfolio.  In the first quarter of 1997 
the Company originated $474.1 million of 12 MAT ARMs and $38.2 million of 
other Treasury ARMs. The introduction of these new loan products and the sale 
of certain COFI ARMs is intended to diversify the interest sensitivity profile 
of the Company's interest-earning assets and over time reduce interest income 
volatility.  However, due to the long-time emphasis on originating COFI ARMs 
and their predominant balance in the current portfolio, any benefits from 
loans tied to other indices will be realized slowly over time.  At March 31, 
1997, approximately 88% of the Company's $45.7 billion loan and MBS portfolio 
consisted of COFI ARMs, compared to approximately 90% of the $46.4 billion 
loan and MBS portfolio at December 31, 1996.

     Residential real estate lending is and will continue to be a key 
component of the Company's business.  The First Interstate Bank branch 
acquisition in the third quarter of 1996 accelerated the Company's progress 
towards originating consumer and small business loans which generally earn 
higher rates of interest and have maturities shorter than residential real 
estate loans.


<PAGE>
     The Company's approach to managing interest rate risk includes the 
changing of repricing terms and spreading of maturities on term deposits and 
other interest-costing liabilities.  The Company manages the maturities of its 
borrowings to balance changes in the demand for deposit maturities.  The 
Company has adopted a pro-active strategy to increase the percentage of 
customer checking accounts in its deposit portfolio which the Company believes 
is a steady funding source having less sensitivity to changes in market 
interest rates than other funding sources.  Checking account balances 
increased $57.8 million from December 31, 1996.   For additional information 
regarding these and other transactions, see "Results of Operations - Net 
Interest Income" and "Financial Condition - Liquidity and Capital Resources."

     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 March 31, 
1997:
<TABLE>
<CAPTION>
                                                                       Repricing Periods
                                                  Percent -------------------------------------------------------------------
                                                    of        Within     7-12            1-5          5-10          Years
                                        Balance    Total    6 Months     Months         Years         Years        Over 10    
                                      ----------- ------- -----------  -----------   -----------   -----------  -------------
                                                                                (dollars in thousands)
<S>                                   <C>         <C>     <C>          <C>           <C>           <C>          <C>
Interest-earning assets:
Investment securities                 $   735,868    2%   $   733,439   $      -     $     2,429   $     -      $     -
Impact of hedging (LIBOR-indexed
  amortizing swaps)                          -       -        (65,873)         -          65,873         -            -
                                      -----------  ---    -----------   ----------   -----------   -----------  -----------
    Total investment securities           735,868    2        667,566          -          68,302         -            -
                                      -----------  ---    -----------   ----------   -----------   -----------  -----------

Loans and MBS
  MBS    
    ARMs                               14,083,631   30     14,083,631          -            -            -            -
    Other                                 333,618    1           -             -           2,536           38      331,044
  Loans
    ARMs                               29,166,307   63     27,394,862       402,705    1,021,197       36,402      311,141
    Other                               1,755,381    4        135,386          -            -            -       1,619,995
  Impact of hedging (interest
    rate swaps)                              -       -        149,200      (108,400)     (40,800)        -            -
                                      -----------  ---    -----------   -----------  -----------   ----------   ----------
    Total loans and MBS                45,338,937   98     41,763,079       294,305      982,933       36,440    2,262,180
                                      -----------  ---    -----------   -----------  -----------   ----------   ----------
      Total interest-earning assets   $46,074,805  100%   $42,430,645   $   294,305  $ 1,051,235   $   36,440   $2,262,180
                                      ===========  ===    ===========   ===========  ===========   =========-   ==========
Interest-costing liabilities:
Deposits
  Transaction accounts                $11,084,845   24%   $11,084,845   $      -     $      -      $     -      $     -
  Term accounts                        23,314,280   52     13,498,670     5,734,357    4,071,827        9,325          101
                                      -----------  ---    -----------   -----------  -----------   ----------   ----------
    Total deposits                     34,399,125   76     24,583,515     5,734,357    4,071,827        9,325          101
                                      -----------  ---    -----------   -----------  -----------   ----------   ----------
Borrowings  
  Short-term                            2,783,640    6      2,358,640       425,000         -            -            -
  FHLB and other                        7,847,454   18      4,538,980     1,821,013    1,052,280      391,297       43,884
  Capital securities of
    subsidiary trust                      148,335    -           -             -            -         148,335         -
                                      -----------  ---    -----------   -----------  -----------   ----------   ----------
    Total borrowings                   10,779,429   24      6,897,620     2,246,013    1,052,280      539,632       43,884
                                      -----------  ---    -----------   -----------  -----------   ----------   ----------
      Total interest-costing
          liabilities                 $45,178,554  100%   $31,481,135   $ 7,980,370  $ 5,124,107   $  548,957   $   43,985
                                      ===========  ===    ===========   ===========  ===========   ==========   ==========
Hedge-adjusted interest-earning
  assets more/(less) than 
  interest-costing liabilities        $   896,251         $10,949,510   $(7,686,065) $(4,072,872)  $ (512,517)  $2,218,195
                                      ===========         ===========   ===========  ===========   ===========  ==========

Cumulative interest sensitivity gap                       $10,949,510   $ 3,263,445  $  (809,427)  $(1,321,944) $  896,251
                                                          ===========   ===========  ===========   ===========  ==========
Percentage of hedge-adjusted
  interest-earning assets to 
  interest-costing liabilities             101.98%
Percentage of cumulative interest
  sensitivity gap to total assets            1.84%
</TABLE>


<PAGE>
ASSET QUALITY

     NPAS AND POTENTIAL PROBLEM LOANS.  When a borrower fails to make a 
required payment on a loan and does not cure the delinquency promptly, the 
loan is characterized as delinquent.  The procedural steps necessary for 
foreclosure vary from state to state, but generally if the loan is not 
reinstated within certain periods specified by statute and no other workout 
arrangements satisfactory to the lender are entered into, the property 
securing the loan can be acquired by the lender.  Although the Company 
generally relies on the underlying  property to satisfy foreclosed loans, in 
certain circumstances and when permitted by law, the Company may seek to 
obtain deficiency judgments against the borrowers.  The Company reviews loans 
for impairment in accordance with SFAS No. 114, "Accounting by Creditors for 
Impairment of a Loan," as amended by SFAS No. 118, "Accounting by Creditors 
for Impairment of a Loan-Income Recognition and Disclosures."  Impaired loans, 
as defined by the Company, include nonaccrual major loans (i.e., multi-family 
and commercial and industrial loans) which are not collectively reviewed for 
impairment, troubled debt restructurings("TDRs") 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 NPAs, TDRs and other impaired major loans, 
net of related specific loss allowances, by type as of the dates indicated:
<TABLE>
<CAPTION>
                                              March 31,    December 31,    Increase
                                                1997           1996       (Decrease)
                                            -----------   ------------   -----------
                                                     (dollars in thousands)
<S>                                         <C>           <C>            <C>
Nonaccrual loans:
   Single family                             $511,014       $537,243      $(26,229)
   Multi-family                                31,281         44,972       (13,691)
   Commercial and industrial real estate       14,302         14,837          (535)
   Consumer                                     2,447          1,410          (199)
   Small business                                -               199         1,037
                                             --------       --------      --------
         Total                               $559,044       $598,661      $(39,617)
                                             ========       ========      ========

REO:
   Single family                             $197,416       $214,720      $(17,304)
   Multi-family                                25,055         19,239         5,816
   Commercial and industrial real estate       11,223         13,618        (2,395)
                                             --------       --------      --------
         Total                               $233,694       $247,577      $(13,883)
                                             ========       ========      ========
Total NPAs:  
   Single family                             $708,430       $751,963      $(43,533)
   Multi-family                                56,336         64,211        (7,875)
   Commercial and industrial real estate       25,525         28,455        (2,930)
   Consumer                                     2,447          1,410          (199)
   Small business                                -               199         1,037
                                             --------       --------      --------
         Total                               $792,738       $846,238      $(53,500)
                                             ========       ========      ========

TDRs:
   Single family                             $123,289       $ 91,422      $ 31,867
   Multi-family                                50,717         58,027        (7,310)
   Commercial and industrial real estate       35,955         36,186          (231)
                                             --------       --------      --------
         Total                               $209,961       $185,635      $ 24,326
                                             ========       ========      ========

Other impaired major loans:
   Multi-family                              $101,498       $ 96,383      $  5,115
   Commercial and industrial real estate       17,001         17,949          (948)
                                             --------       --------      --------
         Total                               $118,499       $114,332      $  4,167
                                             ========       ========      ========

Ratio of NPAs to total assets                    1.63%          1.70%
                                             ========       ========

Ratio of NPAs and TDRs to total assets           2.06%          2.07%
                                             ========       ========

Ratio of allowances for losses
   on loans and REO to NPAs                     50.74%         47.96%
                                             ========       ========
</TABLE>



<PAGE>
     The following table presents NPAs, TDRs and other impaired major loans by 
state at March 31, 1997:
<TABLE>
<CAPTION>
                                      NPAs
             -----------------------------------------------------
                                     Commercial                                Other
               Single       Multi-      and                                   Impaired
               Family       Family   Industrial                                Major
             Residential Residential Real Estate Consumer   Total    TDRs      Loans
             ----------- ----------- ----------- -------- --------  --------  --------
                                          (in thousands)
<S>          <C>         <C>         <C>         <C>      <C>       <C>       <C>
California    $546,833     $53,967     $15,472    $2,419  $618,691  $157,167  $102,801
New York        45,714       1,023         311      -       47,048    31,325     9,331
Florida         40,048        -            228      -       40,276     2,073      -
Illinois        25,465        -          1,034      -       26,499     1,293      -   
Texas            9,492         353         186      -       10,031     1,923     1,217
Other           40,878         993       8,294        28    50,193    16,180     5,150
              --------     -------     -------    ------  --------  --------  --------
              $708,430     $56,336     $25,525    $2,447  $792,738  $209,961  $118,499
              ========     =======     =======    ======  ========  ========  ========
</TABLE>

     Total NPAs were $792.7 million at March 31, 1997, or a ratio of NPAs to 
total assets of 1.63%, a decrease of $53.5 million, or 6%, during the first 
quarter of 1997 from $846.2 million, or 1.70% of total assets at December 31, 
1996.  The major reasons for the decrease in NPAs during the first quarter of 
1997 were the Company's continuing efforts to improve the collection process 
and continuing improvement in the California real estate market.  Single 
family NPAs were $708.4 million at March 31, 1997, a decrease of $43.6 
million, or 6%, during the first quarter of 1997 from $752.0 million at 
December 31, 1996 primarily due to a decrease of $45.9 million in nonaccrual 
loans secured by properties in California.

     Multi-family NPAs totaled $56.3 million at March 31, 1997, a decrease of 
$7.9 million, or 12%, during the first quarter of 1997 from $64.2 million at 
December 31, 1996 primarily due to declines in California ($4.7 million) and 
New York ($1.4 million).  Commercial and industrial real estate NPAs totaled 
$25.5 million at March 31, 1997, a decrease of $3.0 million, or 11%, during 
the first quarter of 1997 from $28.5 million at December 31, 1996 primarily 
due to a decrease in California of $3.7 million.

     TDRs were $210.0 million at March 31, 1997, an increase of $24.4 million, 
or 13%, during the first quarter of 1997 from $185.6 million at December 31, 
1996 primarily due to an increase in single family TDRs, primarily in 
California ($26.9 million), partially offset by a decrease in multi-family 
TDRs, primarily in Texas ($4.9 million).  The increase in single family TDRs 
reflects, in part, the Company's efforts to improve collections on loans by 
working with borrowers to modify payment plans as a preferable alternative to 
nonpayment and eventual foreclosure and also due to the Company's decision in 
the second quarter of 1996 to increase the length of time a TDR must perform 
in accordance with the terms of the modification agreement before the Company 
reclassifies the loan from a TDR to a performing loan.

     The increase of $4.2 million in other impaired major loans, from $114.3 
million at December 31, 1996 to $118.5 million at March 31, 1997, was 
primarily due to increases of $3.4 million and $1.8 million in such loans 
secured by properties in New York and California, respectively.


<PAGE>
     The recorded investment in all impaired loans were as follows:
<TABLE>
<CAPTION>
                                        March 31, 1997                   December 31, 1996
                                ----------------------------------  ----------------------------------
                                             Allowance                           Allowance
                                  Recorded      for        Net       Recorded       for        Net
                                 Investment    Losses   Investment  Investment    Losses    Investment
                                -----------  ---------  ----------  -----------  ---------  ----------
                                                          (in thousands)
<S>                             <C>          <C>        <C>         <C>          <C>        <C>
With specific allowances          $328,572    $61,205    $267,367    $305,321     $58,876    $246,445
Without specific allowances         82,528       -         82,528      89,491        -         89,491
                                  --------    -------    --------    --------     -------    --------
                                  $411,100    $61,205    $349,895    $394,812     $58,876    $335,936
                                  ========    =======    ========    ========     =======    ========
</TABLE>

     The Company is continuing its efforts to reduce the amount of its NPAs by 
aggressively pursuing loan delinquencies through the collection, workout and 
foreclosure processes and, if foreclosed, disposing rapidly of the REO.  The 
Company sold $108.6 million of single family REO and $15.8 million of multi-
family and commercial and industrial REO in the first quarter of 1997.  In the 
first quarter of 1996, the Company sold $95.6 million of single family REO and 
$25.4 million of multi-family and commercial and industrial REO.  In addition, 
the Company may, from time to time, offer packages of NPAs for competitive 
bids.

     ALLOWANCE FOR LOAN LOSSES.  Management believes the Company's allowance 
for loan losses as determined through periodic analysis of the loan portfolio 
was adequate at March 31, 1997.  The Company's process for evaluating the 
adequacy of the allowance for loan losses includes the identification and 
detailed review of impaired loans; an assessment and overall quality and 
inherent risk in the loan portfolio, and consideration of loss experience and 
trends in problem loans, as well as current economic conditions and trends.  
Based upon this process, management determines what it considers to be an 
appropriate allowance for loan losses.


<PAGE>
     The changes in and a summary by type of the allowance for loan losses are 
as follows:
<TABLE>
<CAPTION>
                                                Three Months Ended March 31,
                                                ----------------------------
                                                  1997                1996
                                                --------            --------
                                                   (dollars in thousands)
<S>                                             <C>                 <C>
Beginning balance                               $389,135            $380,886
Provision for loan losses                         24,223              45,942
                                                --------            --------
                                                 413,358             426,828
                                                --------            --------
Charge-offs:
  Single family                                  (24,230)            (29,576)
  Multi-family                                    (9,624)            (17,971)
  Commercial and industrial real estate             (239)               (576)
  Consumer                                          (762)                (14)
                                                --------            --------
                                                 (34,855)            (48,137)
                                                --------            --------
Recoveries:
  Single family                                    7,214               4,576
  Multi-family                                     1,689               1,483
  Commercial and industrial real estate              249                 617
  Small business                                      33                -
                                                --------            --------
                                                   9,185               6,676
                                                --------            --------
    Net charge-offs                              (25,670)            (41,461)
                                                --------            --------
Ending balance                                  $387,688            $385,367
                                                ========            ========
Ratio of net charge-offs to average
  loans and MBS outstanding during
  the periods (annualized)                          0.22%               0.35%
                                                    ====                ====
</TABLE>

     The decrease in the provision for loan losses and gross charge-offs in 
the first quarter of 1997 is due to the declines in NPA and delinquency levels 
since the first quarter of 1996.  During the first quarter of 1997, NPAs 
declined $53.5 million from December 31, 1996, reaching their lowest level 
since November 1990.  The increase in recoveries in the first quarter of 1997, 
especially in single family properties, is mainly due to recoveries upon the 
sales of REO properties as the Company has experienced improvement in the 
sales prices of REO properties since the second half of 1996.  At March 31, 
1997, single family loans delinquent 60-89 days, which are a key leading 
indicator of future NPAs and credit costs, were $99.6 million, the lowest 
level since November 1989.


<PAGE>
     The following table sets forth the allocation of the Company's allowance 
for loan losses by loan and MBS category and the allocated allowance as a 
percent of each loan and MBS category at the dates indicated:
<TABLE>
<CAPTION>
                                           March 31, 1997        December 31, 1996
                                        ---------------------  ---------------------
                                                   Allowance              Allowance
                                                   as Percent             as Percent
                                                    of Loan                of Loan
                                                    and MBS                and MBS
                                        Allowance   Category   Allowance   Category
                                        ---------  ----------  ---------  ----------
                                                   (dollars in thousands)
<S>                                     <C>        <C>         <C>        <C>
Single family                            $176,108     0.52%    $176,120       0.51%
Multi-family                              148,910     1.54      153,933       1.60
Commercial and industrial real estate      48,183     3.70       45,065       3.37
Consumer                                    9,687     1.27        9,217       1.30
Small business                              4,800     9.08        4,800       8.81
                                         --------              --------
                                         $387,688     0.85     $389,135       0.84
                                         ========              ========
</TABLE>

     Although the Company believes it has a sound basis for its estimate of 
the appropriate allowance for loan losses, actual charge-offs and the level of 
NPAs incurred in the future are highly dependent upon future events, including 
the economies of the areas in which the Company lends.  Management believes 
that the principal risk factor which could potentially require an increase in 
the allowance for loan losses would be the reversal of recent improvements in 
the residential purchase market in California, particularly in Southern 
California, the Company's primary lending market. 

LIQUIDITY AND CAPITAL RESOURCES

     Liquidity refers to the Company's ability or financial flexibility to 
adjust its future cash flows to meet the demands of depositors and borrowers 
and to fund operations on a timely and cost-effective basis.  Sources of 
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.  Positive cash flows are also generated through the 
sale of MBS, loans and other assets for cash.  Sources of liquidity may also 
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 Company actively manages its liquidity needs by selecting 
asset and liability maturity mixes that best meet its projected needs and by 
maintaining the ability to raise additional funds as needed.

     Liquidity as defined by the Office of Thrift Supervision ("OTS") for Home 
Savings consists of cash, cash equivalents and certain marketable securities 
which are not committed, pledged or required to liquidate specific 
liabilities.  Regulations of the 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 March 1997 the average 
liquidity and average short-term liquidity ratios of Home Savings were 5.29% 
and 2.11%, respectively.


<PAGE>
     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 market 
conditions beyond the control of the Company.  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.

     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.

     LOANS RECEIVABLE.  During the first quarter of 1997 cash of $1.1 billion 
was used to originate loans.  Fixed rate loans originated and designated for 
sale represented approximately 39% of single family loan originations in the 
first quarter of 1997.  Principal payments on loans were $738.9 million in the 
first quarter of 1997, an increase of $272.6 million, or 58%, from $466.3 
million in the first quarter of 1996.

     During the first quarter of 1997 the Company sold loans totaling $581.2 
million, which consisted of $314.0 million of COFI ARMs, $240.3 million of 
fixed rate loans and $26.9 million of Treasury ARMs, and securitized for sale 
$571.8 million in COFI ARMs, $47.5 million in fixed rate loans and $20.4 
million in Treasury ARMS.  At March 31, 1997, the Company had $379.5 million 
of loans held for sale.  The loans designated for sale included $297.1 million 
of fixed rate loans, $71.8 million of Treasury ARMs and $10.6 million in COFI 
ARMs.

     MBS.  At March 31, 1997 the Company had $9.5 billion of MBS available for 
sale, comprised of $9.2 billion of ARM MBS and $287.9 million of fixed rate 
MBS.  These MBS had an unrealized loss of $204.5 million at March 31, 1997.  
The unrealized loss is due mainly to temporary market-related conditions and 
the Company expects no significant effect on its future interest income.

     DEPOSITS.  Savings deposits were $34.4 billion at March 31, 1997, a 
decrease of $374.8 million, or 1%, during the first quarter of 1997 from $34.8 
billion at December 31, 1996, reflecting a net deposit outflow due mainly to 
the Arizona branch sale which closed in March 1997.  Excluding this 
transaction, there was a net deposit outflow of $123.4 million primarily due 
to maturities of term accounts which have more sensitivity to market interest 
rates than transaction accounts.  The Company manages its borrowings to 
balance changes in deposits.

     Including the Arizona branch sale, transaction accounts decreased $100.3 
million, or 1%, during the first quarter of 1997, while term deposits 
decreased $274.5 billion, or 1%, during the same period.  Transaction accounts 
comprised 32% of the deposit base at March 31, 1997, compared to 29% at March 
31, 1996.


<PAGE>
     In February 1997, the Company announced the sale of all twelve of its 
West Coast Florida branches with deposits of approximately $970 million.  The 
sale is expected to close in the second quarter of 1997, and is subject to 
regulatory approval.

     At March 31, 1997 and December 31, 1996, 79% of the Company's deposits 
were in California.  The Company may engage in additional branch purchases and 
sales to consolidate its presence in its key strategic markets.

     BORROWINGS.  Borrowings totaled $10.6 billion at March 31, 1997, a 
decrease of $949.4 million, or 8%, during the first quarter of 1997 from $11.6 
billion at December 31, 1996, reflecting a decline in FHLB and other 
borrowings of $1.7 billion, partially offset by an increase in short-term 
borrowings of $753.1 million.

     In March 1997, the Company issued two medium term notes totaling $80 
million which will mature on March 24, 1998 bearing an interest rate of 6.15%.  
In April 1997, the Company issued two medium term notes totaling $100 million 
which will mature within two years and bear a weighted average interest rate 
of 6.26%.  The funds are being used to purchase shares of common stock of 
Great Western and for general corporate purposes.

     CAPITAL.  The Company reviews its use of capital with a goal of 
maximizing stockholder value and makes decisions regarding the total amount 
and alternate forms of capital to maintain.  During the first quarter of 1997, 
Ahmanson returned capital to stockholders by purchasing 2.2 million shares of 
common stock.  Stockholders' equity declined $34.1 million to $2.4 billion at 
March 31, 1997 from December 31, 1996.  The decrease is primarily due to 
payments of $75.1 million to purchase the Company's common stock, an increase 
of $47.0 million in the net unrealized loss on securities available for sale, 
and dividends paid to common and preferred stockholders of $30.5 million, 
partially offset by net income of $103.1 million.  The net unrealized loss on 
securities available for sale at March 31, 1997 was $121.1 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.


<PAGE>
     At March 31, 1997 Home Savings exceeded the regulatory standards required 
to be considered well-capitalized.  The following table shows the capital 
amounts and ratios of Home Savings at March 31, 1997:
<TABLE>
<CAPTION>
                                                          Well-
                                 Capital               Capitalized
                                  Amount      Ratio      Standard 
                                ----------   -------   -----------
                                     (dollars in thousands)
<S>                             <C>          <C>       <C>
Tangible capital
  (to adjusted total assets)    $2,763,062     5.75%        N/A
Core capital
  (to adjusted total assets)     2,766,941     5.76        5.00%
Core capital 
  (to risk-weighted assets)      2,766,941     8.95        6.00
Total risk-based capital 
  (to risk-weighted assets)      3,432,536    11.10       10.00
</TABLE>
ACCOUNTING DEVELOPMENTS

     In February 1997 the Financial Accepting Standards Board ("FASB") issued 
SFAS No. 128, "Earnings per Share."  SFAS No. 128 simplifies the standards for 
computing and presenting earnings per share ("EPS") as previously prescribed 
by Accounting Principles Board Opinion No. 15, "Earnings per Share."  SFAS No. 
128 replaces primary EPS with basic EPS and fully diluted EPS with diluted 
EPS.  Basic EPS excludes dilution and is computed by dividing income available 
to common stockholders by the weighted average number of common shares 
outstanding for the period.  Diluted EPS reflects the potential dilution that 
could occur if securities or other contracts to issue common stock were 
exercised or converted into common stock or resulted from issuance of common 
stock that then shared in earnings.  SFAS No. 128 also requires dual 
presentation of basic and diluted EPS on the face of the income statement and 
a reconciliation of the numerator and denominator of the basic EPS computation 
to the numerator and denominator of the diluted EPS computation.  SFAS No. 128 
is effective for financial statements issued for periods ending after December 
15, 1997 and earlier application is not permitted.  If the Company had adopted 
SFAS No. 128 as of January 1, 1997, proforma basic EPS would have been $0.94 
and proforma diluted EPS would have been $0.87 at March 31, 1997.

     In February 1997 the FASB issued SFAS No. 129, "Disclosure of Information 
about Capital Structure."  SFAS No. 129 consolidates existing reporting 
standards for disclosing information about an entity's capital structure.  
SFAS No. 129 also supersedes specific requirements found in previously issued 
accounting statements.  SFAS No. 129 must be adopted for financial statements 
for periods ending after December 15, 1997.  The impact on the Company of 
adopting SFAS No. 129 is not expected to be material as the Company's existing 
disclosures are generally in compliance with the disclosure requirements in 
SFAS No. 129.


<PAGE>
TAX CONTINGENCY

     The Company's financial statements do not contain any benefit related to 
the Company's determination in 1996 that it is entitled to the deduction of 
the tax bases in certain state branching rights when the Company sells its 
deposit branch businesses, thereby abandoning such branching rights in those 
states.  The Company's position is that the tax bases result from the tax 
treatment of property received as assistance from the Federal Savings and Loan 
Insurance Corporation ("FSLIC") in conjunction with FSLIC-assisted 
transactions.  From 1981 through 1985, the Company acquired thrift 
institutions in six states through FSLIC-assisted transactions.  The Company's 
position is that assistance received from the FSLIC included out-of-state 
branching rights valued at approximately $740 million.  As of March 31, 1997, 
the Company had sold its deposit branching businesses and abandoned such 
branching rights in four of these states, the first of which was Missouri in 
1993.  The potential tax benefit related to these abandonments as of March 31, 
1997 could approach $167 million.  The potential deferred tax benefit related 
to branching rights not abandoned could approach $130 million. 

     The Internal Revenue Service ("IRS") is currently examining the Company's 
federal income tax returns for the years 1990 through 1993, including the 
Company's proposed adjustment related to the abandonment of its Missouri 
branching rights.  The Company, after consultation with its tax advisors, 
believes that its position with respect to the tax treatment of these rights 
is the correct interpretation under the tax and regulatory law.  However, the 
Company also believes that its position has never been directly addressed by 
any judicial or administrative authority.  It is therefore impossible to 
predict either the IRS response to the Company's position, or if the IRS 
contests the Company's position, the ultimate outcome of litigation that the 
Company is prepared to pursue.  Because of these uncertainties, the Company 
cannot presently determine if any of the above described tax benefits will 
ever be realized and there is no assurance to that effect.  Therefore, in 
accordance with generally accepted accounting principles, the Company does not 
believe it is appropriate at this time to reflect these tax benefits in its 
financial statements.  This position will be reviewed by the Company from time 
to time as these uncertainties are resolved.



<PAGE>
                     PART II.   OTHER INFORMATION


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

      (a)  Exhibits.

           11  Statement of Computation of Income per Share.

           27  Financial Data Schedule. *

      (b)  Reports on Form 8-K.

           Date of Report    Items Reported
           January 15, 1997  ITEM 5.  OTHER EVENTS.
                             On January 15, 1997, H. F. Ahmanson & Company
                             (the "Registrant") issued a press release
                             reporting its results of operations during the
                             quarter and year ended December 31, 1996.

                             ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
                             (c)  Exhibits.

                             99.1  Press release dated January 15, 1997
                             reporting results of operations during the
                             quarter and year ended December 31, 1996.

           February 17, 1997 ITEM 5.  OTHER EVENTS.

                             On February 17, 1997, the Registrant submitted a
                             written proposal to Great Western Financial 
                             Corporation, a Delaware corporation ("GWF"), for
                             a tax-free merger of the two companies (the
                             "Original Ahmanson Proposal").

                             ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

                            (c)  Exhibits.

                             99.1  Press release dated February 18, 1997
                             announcing the Original Ahmanson Proposal.

                             99.2  Investor presentation materials used by the 
                             Registrant at a presentation for analysts and  
                             investors which took place on February 18, 1997 
                             relating to the Original Ahmanson Proposal.

           February 21, 1997 ITEM 5.  OTHER EVENTS.

                             On February 21, 1997, the Registrant submitted a 
                             letter to GWF relating to the integration of 
                             employees in the proposed merger of the two 
                             corporations.

                             ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

                             (c)  Exhibits.

                             99.1  Press release dated February 21, 1997.


<PAGE>
           February 25, 1997 ITEM 5.  OTHER EVENTS.

                             On February 25, 1997, the Registrant issued a
                             press release responding to announcements made by
                             GWF concerning the Registrant's proposal to merge
                             the two corporations.

                             ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

                             (c)  Exhibits.

                             99.1  Press release dated February 25, 1997.

           March 10, 1997    ITEM 5.  OTHER EVENTS.

                             On March 10, 1997, the Registrant gave a
                             presentation for analysts and investors relating
                             to the Registrant's proposal for a tax-free
                             merger of the Registrant and GWF and a competing
                             proposal for a merger of Washington Mutual, Inc.,
                             a Washington Corporation, with GWF.

                             ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

                             (c)  Exhibits.

                             99.1  Investor presentation materials used by the 
                             Registrant at a presentation for analysts and 
                             investors which took place on March 10, 1997
                             relating to the Original Ahmanson Proposal.

           March 17, 1997    ITEM 5.  OTHER EVENTS.

                             On March 17, 1997, the Registrant announced that
                             it had submitted to GWF an enhanced proposal for
                             a tax-free merger between the two companies (the
                             "Ahmanson Proposal").

                             ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

                             (c)  Exhibits.

                             99.1  Press release, dated March 17, 1997,
                             announcing the Ahmanson Proposal.

                             99.2  Presentation materials used by the
                             Registrant in connection with meetings held with
                             analysts and investors to discuss the Ahmanson
                             Proposal.

           March 19, 1997    ITEM 5.  OTHER EVENTS.

                             The Registrant contemplates additional uses of 
                             proceeds from the sales of its Medium Term Notes, 
                             Series A.

           March 19, 1997    ITEM 5. OTHER EVENTS.

                             On March 19, 1997, the Registrant executed a
                             Purchase Agreement with each of Bear, Stearns & 
                             Co., Inc. and Credit Suisse First Boston
                             Corporation relating to the issuance of the
                             Registrant's Medium-Term Notes, Series A.



<PAGE>
                             ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

                             (c)  Exhibits.

                             1.1  Purchase Agreement, dated March 19, 1997, 
                             relating to Medium-Term Notes, Series A, by and 
                             between the Registrant and Bear, Stearns & Co.,
                             Inc.

                             1.2  Purchase Agreement, dated March 19, 1997, 
                             relating to Medium-Term Notes, Series A, by and 
                             between the Registrant and Credit Suisse First
                             Boston Corporation.

           March 26, 1997    ITEM 5.  OTHER EVENTS.

                             On March 26, 1997, the Registrant executed a
                             Purchase Agreement with each of Bear, Stearns &
                             Co. Inc. and Credit Suisse First Boston
                             Corporation relating to the issuance of the
                             Registrant's Medium-Term Notes, Series A.

                             ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

                             (c)  Exhibits.

                             1.1  Purchase Agreement, dated March 26, 1997, 
                             relating to Medium-Term Notes, Series A, by and 
                             between the Registrant and Bear, Stearns & Co.
                             Inc.

                             1.2  Purchase Agreement, dated March 26, 1997, 
                             relating to Medium-Term Notes, Series A, by and 
                             between the Registrant and Credit Suisse First
                             Boston Corporation.
























*  Filed electronically with the Securities and Exchange Commission.



<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:  May 13, 1997                   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>
       11        Statement of Computation of Income per Share.         35

       27        Financial Data Schedule.                               *














































<FN>
*  Filed electronically with the Securities and Exchange Commission.
</FN>
</TABLE>