<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, 1998

                                     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. (626) 960-6311
                                                           -------------
                      Exhibit Index appears on page:    38

               Total number of sequentially numbered pages:    39

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, 1998:  $.01 par value - 109,737,033 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.
     These condensed consolidated financial statements should 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, 1998     December 31, 1997
------                                                     --------------     -----------------
<S>                                                        <C>                <C>              
Cash and amounts due from banks                             $   732,599          $   603,797
Federal funds sold and securities purchased under
  agreements to resell                                          227,600              550,200
Other short-term investments                                      9,364                5,110
                                                            -----------          -----------
     Total cash and cash equivalents                            969,563            1,159,107
Other investment securities held to 
  maturity [market value 
  $2,426 (March 31, 1998) and
  $2,427 (December 31, 1997)]                                     2,418                2,421
Other investment securities available for 
  sale [amortized cost 
  $12,251 (March 31 1998) and
  $6,440 (December 31, 1997)]                                    14,685                7,248
Investment in stock of Federal Home 
  Loan Bank (FHLB), at cost                                     521,493              411,978
Mortgage-backed securities (MBS) 
  held to maturity [market value 
  $4,405,587 (March 31, 1998) and
  $4,365,909 (December 31, 1997)]                             4,317,084            4,322,579
MBS available for sale [amortized cost 
  $9,902,531 (March 31, 1998) and
  $8,417,188 (December 31, 1997)]                            10,030,865            8,468,812
Loans receivable less allowance for losses of 
  $480,749 (March 31, 1998) and
  $377,351 (December 31, 1997)                               35,112,190           30,028,540
Loans held for sale [market value   
  $881,047 (March 31, 1998) and
  $461,620 (December 31, 1997)]                                 875,889              455,651
Accrued interest receivable                                     245,487              194,038
Real estate held for development and 
  investment (REI) less allowance for losses of 
  $102,086 (March 31, 1998) and
  $107,773 (December 31, 1997)                                  138,237              146,518
Real estate owned held for sale (REO)
  less allowance for losses of 
  $10,676 (March 31, 1998) and
  $11,400 (December 31, 1997)                                   183,174              162,440
Premises and equipment                                          420,017              364,626
Goodwill and other intangible assets                            784,731              280,296
Other assets                                                    903,513              674,498
                                                            -----------          -----------
                                                            $54,519,346          $46,678,752
                                                            ===========          ===========

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

Deposits:
  Non-interest bearing                                      $ 1,646,281          $ 1,116,050
  Interest bearing                                           36,716,968           31,152,325
                                                            -----------          -----------
                                                             38,363,249           32,268,375
Securities sold under agreements to repurchase                2,025,000            1,675,000
Other short-term borrowings                                     801,963              837,861
FHLB and other borrowings                                     8,428,298            8,316,405
Other liabilities                                             1,316,874              954,470
Income taxes                                                    180,922               82,732
                                                            -----------          -----------
  Total liabilities                                          51,116,306           44,134,843
Company-obligated mandatorily redeemable capital 
  securities, Series A, of subsidiary trust holding 
  solely Junior Subordinated Deferrable Interest 
  Debentures of the Company                                     148,507              148,464
Stockholders' equity                                          3,254,533            2,395,445
                                                            -----------          -----------
                                                            $54,519,346          $46,678,752
                                                            ===========          ===========
</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,
                                                             --------------------------
                                                                1998            1997
                                                             -----------    -----------
<S>                                                          <C>            <C>
Interest income:
  Loans                                                      $   632,892    $   577,533
  MBS                                                            256,599        267,673
  Investments                                                     13,726         16,897
                                                             -----------    -----------
      Total interest income                                      903,217        862,103
                                                             -----------    -----------

Interest expense:
  Deposits                                                       387,895        375,139
  Short-term borrowings                                           41,732         33,120
  FHLB and other borrowings                                      132,740        136,225
                                                             -----------    -----------
      Total interest expense                                     562,367        544,484
                                                             -----------    -----------
      Net interest income                                        340,850        317,619
Provision for loan losses                                          8,066         24,223
                                                             -----------    -----------
      Net interest income after provision for loan losses        332,784        293,396
                                                             -----------    -----------
Noninterest income:
  Gain on sales of loans                                          11,771          7,989
  Loan servicing income                                           21,675         16,748
  Banking and other retail service fees                           27,709         29,334
  Other fee income                                                19,150         16,381
  Gain on sale of retail deposit branch system                      -            15,956
  Other operating income                                             989          2,461
                                                             -----------    -----------
      Total noninterest income                                    81,294         88,869
                                                             -----------    -----------
Noninterest expense:
  Compensation and other employee expenses                        97,698         95,468
  Occupancy expenses                                              28,692         26,712
  Federal deposit insurance premiums and assessments               6,779          6,549
  Other general and administrative expenses                       83,535         58,044
                                                             -----------    -----------
      Total general and administrative expenses                  216,704        186,773
  Operations of REI                                                 (319)         1,859
  Operations of REO                                                8,007         22,108
  Amortization of goodwill and other intangible assets             8,883          6,390
                                                             -----------    -----------
      Total noninterest expense                                  233,275        217,130
                                                             -----------    -----------
Income before provision for income taxes                         180,803        165,135 
Provision for income taxes                                        66,500         62,042 
                                                             -----------    -----------
Net income                                                   $   114,303    $   103,093 
                                                             ===========    ===========
Net income attributable to common shares:
  Basic                                                      $   107,317    $    94,685 
  Diluted                                                    $   111,573    $    98,998 

Income per common share:
  Basic                                                      $      1.06    $      0.94 
  Diluted                                                    $      0.97    $      0.87 

Common shares outstanding, weighted average:
  Basic                                                      101,512,046    100,605,693
  Diluted                                                    115,015,982    114,123,176
</TABLE>




<PAGE>
H. F. AHMANSON & COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS, continued (Unaudited)
<TABLE>
<CAPTION>

                                                             For the Three Months Ended
                                                                       March 31,
                                                             --------------------------
                                                                1998            1997
                                                             -----------    -----------
<S>                                                          <C>            <C>
Return on average assets (1)                                     0.91%          0.84%
Return on average equity (1)                                    15.93%         17.21%
Return on average tangible equity (1),(2)                       19.34%         19.29%
Efficiency ratio (1),(3)                                        52.93%         49.14%
<FN>
(1) Excluding the after-tax effects of the Coast charge of $13.7 million and the gain on sale of
    the Arizona retail deposit branches of $9.5 million for the three months ended March 31, 1998
    and 1997, respectively, the returns on average assets, average equity and average tangible
    equity and the efficiency ratio would have been as follows:
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                                     For the Three Months Ended
                                                                               March 31,
                                                                     --------------------------
                                                                        1998           1997
                                                                     ----------     ----------
    <S>                                                              <C>            <C>
    Return on average assets                                            1.02%          0.76%
    Return on average equity                                           17.83%         15.69%
    Return on average tangible equity (2)                              21.52%         17.66%
    Efficiency ratio (3)                                               47.28%         49.14%

<FN>
(2) 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).
(3) Represents G&A expenses as a percentage of net interest income plus loan servicing and other
    fee income, all on a pre-tax basis.
</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, 
                                                                     -----------------------------
                                                                          1998           1997
                                                                     -------------   -------------
<S>                                                                  <C>             <C>
Cash flows from operating activities:
 Net income                                                           $   114,303     $   103,093
 Adjustments to reconcile net income to net cash
  provided by operating activities:
   Interest capitalized on loans and MBS (negative amortization)         (129,949)        (20,117)
   Provision for losses on loans and real estate                           12,697          35,483
   Depreciation and amortization                                           27,377          25,053
   Proceeds from sales of loans originated for sale                     1,074,972         591,142
   Loans originated for sale                                           (1,286,356)       (327,695)
   Loans repurchased from investors                                       (10,473)        (14,716)
   Increase in other liabilities                                          255,156         184,168
   Other, net                                                              28,226         (43,029)
                                                                      -----------     -----------
    Net cash provided by operating activities                              85,953         533,382
                                                                      -----------     -----------

Cash flows from investing activities:
 Principal payments on loans                                            1,523,143         781,154
 Principal payments on MBS                                                505,471         307,883
 Loans originated for investment (net of refinances)                     (810,352)       (787,371)
 Proceeds from maturities of other investment securities                      275             165
 Other investment securities purchased                                       (250)         (1,187)
 Cash and cash equivalents from Coast acquisition                         399,423            -
 Purchase Great Western stock                                                -           (146,832)
 Proceeds from sales of REI                                                41,777           1,495
 Proceeds from sales of REO                                                87,004         121,314
 Additions to REI                                                         (33,714)         (2,871)
 Additions to premises and equipment                                      (17,623)         (5,341)
 Other, net                                                                (1,876)         10,217
                                                                      -----------     -----------
    Net cash provided by investing activities                           1,693,278         278,626
                                                                      -----------     -----------
Cash flows from financing activities:
 Net decrease in deposits                                                (305,386)       (123,448)
 Deposits sold                                                               -           (251,372)
 Decrease in borrowings maturing in 90 days or less                    (1,211,251)       (186,889)
 Proceeds from other borrowings                                         2,527,852       1,408,068
 Repayment of other borrowings                                         (2,743,407)     (2,171,008)
 Redemption of Preferred Stock, Series C                                 (195,000)           -
 Common stock purchased for treasury                                      (24,082)        (75,117)
 Dividends to stockholders                                                (28,855)        (30,496)
 Other, net                                                                11,354          11,185
                                                                      -----------     -----------
    Net cash used in financing activities                              (1,968,775)     (1,419,077)
                                                                      -----------     -----------
Net decrease in cash and cash equivalents                                (189,544)       (607,069)

Cash and cash equivalents at beginning of period                        1,159,107       1,443,860
                                                                      -----------     -----------
Cash and cash equivalents at end of period                            $   969,563     $   836,791
                                                                      ===========     ===========
</TABLE>


<PAGE>
H. F. AHMANSON & COMPANY AND SUBSIDIARIES
NOTE TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.  COMPREHENSIVE INCOME

     The Company adopted SFAS No. 130, "Reporting Comprehensive Income" as 
of January 1, 1998.  SFAS No. 130 establishes standards for reporting 
comprehensive income and its components in the financial statements.  SFAS 
No. 130 is effective for fiscal years beginning after December 15, 1997.  
Included in the Company's calculation of comprehensive income is the 
unrealized gain (loss) on securities available for sale, net of tax effect.  
Comprehensive income for the quarters ended March 31, 1998 and 1997 totaled 
$160.4 million and $56.1 million, respectively.  Accumulated other 
comprehensive income at March 31, 1998 totaled $77.2 million and at December 
31, 1997 totaled $31.1 million.



<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 a residential 
real estate and consumer oriented financial services company, and is engaged 
in consumer and business banking and related financial services activities.  
Home Savings of America, FSB ("Home Savings"), a wholly-owned subsidiary of 
Ahmanson, is currently one of the largest savings institutions in the United 
States.  Certain amounts in prior periods' financial statements have been 
reclassified to conform to the current presentation.

                                   OVERVIEW

MERGER WITH WASHINGTON MUTUAL, INC.

     Effective March 16, 1998, Ahmanson and Washington Mutual, Inc. 
("Washington Mutual") entered into an Agreement and Plan of Merger, pursuant 
to which Ahmanson will merge with and into Washington Mutual.

     Pursuant to the merger, Ahmanson's stockholders will receive, in a tax-
free exchange, 1.12 shares of the common stock of Washington Mutual for each 
share of Ahmanson Common Stock.  Based on the closing price of Washington 
Mutual stock on March 16, 1998 (the last trading day before announcement of 
the proposal), the exchange ratio would have produced a value of $80.36 for 
each share of Ahmanson Common Stock, or a premium of 22.7% over the closing 
market price of Ahmanson Common Stock on March 16, 1998.  Because the exchange 
ratio is fixed, this value will vary as the price of Washington Mutual stock 
changes.

     The transaction is subject to the approval of the Office of Thrift 
Supervision ("OTS") and the stockholders of both Ahmanson and Washington 
Mutual.

FINANCIAL RESULTS

     Net income for the first quarter of 1998 was $114.3 million, or $0.97 per 
diluted common share, compared to $103.1 million, or $0.87 per diluted common 
share, for the first quarter of 1997.  The first quarter of 1998 results 
include an after-tax transaction-related charge (the "Coast charge") of $13.7 
million, or $0.12 per diluted common share, associated with the acquisition of 
Coast Savings Financial, Inc. ("Coast"), which was consummated on February 13, 
1998.  The first quarter of 1997 results include the after-tax gain of $9.5 
million, or $0.09 per diluted common share, resulting from the sale of Home 
Savings' deposit branches in Arizona (the "Arizona gain").  Excluding the 
Coast charge and the Arizona gain, net income would have been $128.0 million, 
or $1.09 per diluted common share, for the first quarter of 1998 and $93.6 
million, or $0.78 per diluted common share, for the first quarter of 1997.  
Return on average equity ("ROE") was 15.9% for the first quarter of 1998, 
compared to 17.2% for the first quarter of 1997.  Excluding the Coast charge 
and the Arizona gain, ROE would have been 17.8% and 15.7% for the first 
quarters of 1998 and 1997, respectively.


<PAGE>
     Cash net income is computed by the Company by adding to net income the 
amortization of goodwill and core deposit intangibles (net of applicable tax 
benefit).  Cash net income for the first quarter of 1998 and 1997 was $120.1 
million and $106.9 million, respectively.  The Company's cash net income may 
not be necessarily comparable to similarly titled measures reported by other 
companies.  

     The Company's cash net income per diluted common share, cash return on 
average assets and cash return on average tangible equity (cash return on 
average equity) and the comparable reported data were as follows:
<TABLE>
<CAPTION>
                                                     Cash                Reported
                                               -----------------     -----------------
                                                 For the Three         For the Three
                                                  Months Ended          Months Ended
                                                   March 31,             March 31,
                                               -----------------     -----------------
                                                 1998      1997        1998      1997
                                               -------   -------     -------   -------
<S>                                            <C>       <C>         <C>       <C>
Net income per diluted common share            $ 1.02    $ 0.90      $ 0.97    $ 0.87
Return on average assets                         0.96%     0.88%       0.91%     0.84%
Return on average equity                        19.34%    19.29%      15.93%    17.21%

Excluding the Coast charge and Arizona gain:
  Net income per diluted common share          $ 1.14    $ 0.82      $ 1.09    $ 0.78
  Return on average assets                       1.07%     0.80%       1.02%     0.76%
  Return on average equity                      21.52%    17.66%      17.83%    15.69%
</TABLE>

RESULTS OF OPERATIONS

     Net interest income was $340.9 million for the first quarter of 1998, 
compared to $317.6 million for the first quarter of 1997 and $306.4 million 
for the fourth quarter of 1997.  The increases from the year-ago and prior 
quarters were due primarily to an increase in the net interest margin, as well 
as an increase in average interest-earning assets with the completion of the 
Coast acquisition.

     The net interest margin for the first quarter of 1998 was 2.77%, an 
increase from 2.64% for the first quarter of 1997 and 2.76% for the fourth 
quarter of 1997.  At March 31, 1998, the net interest margin was 2.81%, 
compared to 2.74% at December 31, 1997.  The increase in the net interest 
margin was due to several factors including increases in the indices to which 
substantially all of the real estate loan and MBS portfolios are tied.  In 
addition, there was an increase in deposits as a percentage of total interest-
costing liabilities and an increase in excess interest-earning assets 
primarily as a result of the Coast acquisition.

GENERAL AND ADMINISTRATIVE EXPENSES

     General and administrative expenses ("G&A"), excluding the pre-tax Coast 
charge of $23.2 million, totaled $193.5 million for the first quarter of 1998, 
compared to $186.8 million for the first quarter of 1997 and $188.2 million 
for the fourth quarter of 1997.  The Coast charge consisted of expenses 
related to the closure and consolidation of certain Home Savings branches, 
certain conversion costs, severance, and customer retention and marketing 
programs.  The increases in G&A, excluding the Coast charge, from the first 
quarter of 1997 and the fourth quarter of 1997 are due to a higher volume of 
operating expenses associated with the acquisition of Coast.  

     The efficiency ratio, defined by the Company as G&A expenses as a 
percentage of the sum of net interest income plus loan servicing, banking and 
other retail service fees and other fee income, was 52.9% and 49.1% for the 
first quarters of 1998 and 1997, respectively, and excluding the Coast charge 
the efficiency ratio would have been 47.3% for the first quarter of 1998.


<PAGE>
CREDIT COSTS/ASSET QUALITY

     Credit costs, consisting of the provision for loan losses plus the 
expenses for the operations of foreclosed real estate ("REO"), for the first 
quarter of 1998 totaled $16.1 million, compared to $46.3 million for the 1997 
first quarter and $22.0 million for the 1997 fourth quarter.  Credit costs for 
the first quarter of 1998 decreased by 65% and 27% from the first and fourth 
quarters of 1997, respectively, as the California economy continued to 
improve.  Net loan charge-offs for the 1998 first quarter totaled $12.5 
million, compared to $25.7 million for the first quarter of 1997 and $13.0 
million for the fourth quarter of 1997.

     At March 31, 1998, nonperforming assets ("NPAs") totaled $703.2 million, 
or 1.29% of total assets, compared to $792.7 million, or 1.63%, at March 31, 
1997 and $595.3 million, or 1.28%, at December 31, 1997.  Included in the 
March 31, 1998 NPA total are $117.8 million of NPAs associated with loans and 
REO acquired from Coast.  Excluding the Coast NPAs, the Company would have 
reported a decline in NPAs of $9.9 million from December 31, 1997 principally 
related to the payoff of two commercial and industrial real estate loans.

     At March 31, 1998, the allowances for loan losses and foreclosed real 
estate were $480.7 million and $10.7 million, respectively.  The ratio of the 
combined allowances for losses to NPAs was 68.8% at March 31, 1998, compared 
to 50.7% at March 31, 1997, and 64.1% at December 31, 1997.

LOAN FUNDINGS

     In the first quarter of 1998, the Company funded $2.2 billion in loans, 
compared to $1.2 billion and $1.8 billion in the first and fourth quarters of 
1997, respectively.  The Company funded $1.9 billion of residential mortgage 
loans in the first quarter of 1998, compared to $984.3 million in the first 
quarter of 1997 and $1.5 billion in the fourth quarter of 1997.

     Refinancings of residential mortgage loans for the first quarter of 1998 
totaled $1.2 billion, or 61.9%, of the total residential mortgage fundings, 
compared to $377.5 million, or 38.4%, in the first quarter of 1997 and $685.6 
million, or 45.3%, in the fourth quarter of 1997.

     The Company also funded $248.3 million in consumer loans during the first 
quarter of 1998, compared to $164.0 million in the first quarter of 1997 and 
$247.6 million in the fourth quarter of 1997.  March 1998 was a significant 
month for consumer lending in that it was the first month consumer loan 
fundings exceeded $100 million since inception of the program in the second 
quarter of 1995.

     In addition, the Company funded $35.0 million in business banking loans 
in the first quarter of 1998, compared to $14.7 million in the first quarter 
of 1997 and $28.6 million in the fourth quarter of 1997.  In conjunction with 
its business lending, the Company provides an array of cash management 
products.  In the month of March 1998, the Company sold 891 cash management 
products, compared to 152 sales in the month of March 1997.



<PAGE>
CAPITAL

     At March 31, 1998, Home Savings' capital ratios exceeded the regulatory 
requirements for an institution to be rated as "well-capitalized," the highest 
regulatory standard.

     During the first quarter of 1998, Ahmanson purchased a total of 406,600 
shares of its common stock at an average price of $59.23 per share. Between 
the initiation of the first stock purchase program in October 1995 and January 
13, 1998, Ahmanson purchased 28.0 million common shares, or 24% of its 
outstanding shares at September 30, 1995, at an aggregate price of $950.0 
million, or an average price of $33.95 per share.  Since January 13, 1998, 
Ahmanson has not purchased any of its common stock and on March 17, 1998, 
Ahmanson announced that it was terminating the stock purchase program as a 
result of the proposed merger with Washington Mutual.  At March 17, 1998, 
Ahmanson held 14,664,142 shares in Treasury after re-issuing 16,263,796 
treasury shares to effect the Coast purchase.  Ahmanson had $227 million in 
cash at March 31,1998.

     On March 2, 1998, the Company redeemed at par the entire $195 million of 
its 8.40% Preferred Stock, Series C, in accordance with the original terms.  
On April 1, 1998, the Company redeemed the $57.5 million in 10% Senior Notes 
which Coast had issued.

ACQUISITION OF COAST SAVINGS FINANCIAL, INC.

     On February 13, 1998, the Company acquired Coast in a purchase accounting 
transaction.  At the date of acquisition, Coast had deposits of $6.4 billion 
and total assets of $8.9 billion.  As provided in the merger agreement, 0.8082 
shares of Ahmanson common stock were exchanged for each share of Coast common 
stock.  Ahmanson reissued 16,263,796 shares of its common stock held in 
treasury in exchange for Coast common stock.  The value of Ahmanson common 
stock issued was approximately $925 million on February 13, 1998.  Total 
intangible assets created by this transaction were $510 million, including 
approximately $85 million recorded as core deposit intangibles which are being 
amortized on an accelerated basis over 10 years, with the remaining goodwill 
being amortized over 25 years on a straight-line basis.

     The Company recorded $121.3 million of pre-tax charges related to the 
acquisition of Coast in the first quarter of 1998, including pre-tax 
restructuring charges of $23.2 million recorded against earnings.  The 
remaining $98.1 million of pre-tax charges were recorded as adjustments to 
goodwill.  The charges recorded as adjustments to goodwill included a $23.5 
million writedown on $223 million of certain Coast single family residential 
loans which the Company classified as held for sale because the Company did 
not have an affirmative intent to hold them until maturity.  The remaining 
$74.6 million of charges recorded as adjustments to goodwill primarily 
represented costs incurred or expected to be incurred in the consolidation of 
Coast branches, to provide severance benefits for certain Coast employees, to 
convert Coast systems and operations to company standards, and for legal, 
accounting and investment banking fees associated with the acquisition.

     In addition to the charges mentioned above, the Company reduced the 
carrying value of the loans that it has reclassified as held for sale by an 
additional $5 million.  This writedown was charged against the allowance for 
loan losses that was acquired from Coast.  As a result of this adjustment and 
the $23.5 million charge noted above, the carrying value of the $223 million 
of acquired loans that were reclassified to held for sale was reduced to 
$194.5 million at March 31, 1998.


<PAGE>
     Pursuant to the terms of the merger agreement, the Company received 
420,457 Contingent Payment Right certificates ("CPR certificates") relating to 
Coast stock appreciation rights and performance share awards exercised between 
the date of the definitive agreement and the February 13, 1998 closing.  The 
CPR Certificates represent assignable and transferable undivided beneficial 
interests in the assets of the CPR Trust, including a commitment by the 
Company to pay to the CPR Trust an amount equal to any proceeds (net of taxes 
and expenses, computed under certain assumptions) that Coast Federal Bank, 
Federal Savings Bank ("Coast Federal") (formerly a wholly-owned subsidiary of 
Coast), or its successors, may receive from pending litigation claims against 
the U.S. government relating to the government's alleged breach of its 
agreement with respect to Coast Federal's regulatory capital.  On February 13, 
1998, the CPR certificates were valued at $13.88, or a total of $5.8 million.  
On March 31, 1998, the closing price of the CPR certificates on the NASDAQ 
exchange was $16.25.  The Company intends to dispose of the CPR certificates 
in the future.

SALE OF EAST FLORIDA BRANCHES

     Over the past several years, the Company has focused on enlarging its 
presence and enhancing its market share in its key market of California and 
has recognized that there are markets where the Company cannot economically 
achieve sufficient market share to be an effective competitor.  Such focus 
resulted in, among other things, the sale of the Company's retail deposit 
branch system in New York in 1995, the sale of three retail branches in Texas 
in 1996 and, in 1997, the sale of four retail branches in Arizona and 12 
retail branches in western Florida.  

     On December 4, 1997, the Company announced a definitive agreement to sell 
its remaining 27 Florida branches with deposits of $3.3 billion at March 31, 
1998.  The sale is expected to close in the third quarter of 1998.

FORWARD LOOKING STATEMENTS

     This quarterly report on Form 10-Q contains certain statements which, to 
the extent they do not relate to historical results, are forward looking.  
These forward looking statements involve certain risks and uncertainties.  
Factors that may cause actual results to differ materially from those 
contemplated by such forward looking statements include, among others, the 
following possibilities:  (1) competitive pressure among depository 
institutions increases significantly; (2) changes in the interest rate 
environment reduce interest margins; (3) general economic conditions, either 
nationally or in the states in which the Company conducts business, are less 
favorable than expected; or (4) legislative or regulatory changes adversely 
affect the businesses in which the Company engages.  In addition, certain 
forward looking statements are based on assumptions of future events which may 
not prove to be accurate.  Further information on factors which could affect 
the financial results of the Company may be included in subsequent filings by 
the Company with the Securities and Exchange Commission.


<PAGE>
                             RESULTS OF OPERATIONS

NET INTEREST INCOME

     Net interest income was $340.9 million in the first quarter of 1998, an 
increase of $23.3 million, or 7%, from $317.6 million in the first quarter of 
1997.  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 balances are presented before the 
deduction of the allowance for loan losses.  The average MBS balances exclude 
the effect of the unrealized gain or loss on MBS available for sale.  The 
average MBS balances for the first quarter of 1997 has been restated to be 
consistent with the presentation for the first quarter of 1998.
<TABLE>
<CAPTION>
                                                      Three Months Ended March 31,
                                    -----------------------------------------------------------------
                                                  1998                             1997
                                    ------------------------------  ------------------------------
                                      Average              Average    Average              Average
                                      Balance    Interest   Rate      Balance    Interest   Rate
                                    -----------  --------  -------  -----------  --------  -------
                                                         (dollars in thousands)
<S>                                 <C>          <C>       <C>       <C>         <C>       <C> 
Interest-earning assets:
  Loans                             $33,695,512  $632,892   7.52%   $31,581,124  $577,533   7.31%
  MBS                                13,600,786   256,599   7.55     14,470,954   267,673   7.40
                                    -----------  --------           -----------  --------  
     Total loans and MBS             47,296,298   889,491   7.53     46,052,078   845,206   7.34
  Investment securities                 799,101    13,726   6.97        983,885    16,897   6.96
                                    -----------  --------           -----------  --------  
  Interest-earning assets            48,095,399   903,217   7.52     47,035,963   862,103   7.33
                                                 --------                        --------
Other assets                          2,350,796                       1,991,631
                                    -----------                     -----------
            Total assets            $50,446,195                     $49,027,594
                                    ===========                     ===========
Interest-costing liabilities:
  Deposits                          $35,389,912   387,895   4.45    $34,670,277   375,139   4.39
                                    -----------  --------           -----------  --------
  Borrowings:
     Short-term                       2,615,612    41,732   6.47      2,303,269    33,120   5.83
     FHLB and other borrowings        8,402,318   129,562   6.25      8,598,184   133,046   6.28
     Trust capital securities           148,479     3,178   8.52        148,362     3,179   8.53
                                    -----------  --------           -----------  --------
     Total borrowings                11,166,409   174,472   6.34     11,049,815   169,345   6.22
                                    -----------  --------           -----------  --------
  Interest-costing liabilities       46,556,321   562,367   4.90     45,720,092   544,484   4.83
                                                 --------                        --------
Other liabilities                     1,020,573                         911,137
Stockholders' equity                  2,869,301                       2,396,365
                                    -----------                     -----------
            Total liabilities and 
              stockholders' equity  $50,446,195                     $49,027,594
                                    ===========                     ===========
Excess interest-earning assets/
  Interest rate spread              $ 1,539,078             2.62    $ 1,315,871             2.50
                                    ===========                     ===========
Net interest income/ 
  Net interest margin                            $340,850   2.77                 $317,619   2.64
                                                 ========                        ========
</TABLE>


<PAGE>
     Net interest income was reduced by provisions for losses on delinquent 
interest of $6.6 million and $8.0 million in the first quarter of 1998 and 
1997, respectively, related to nonaccrual loans.  The provisions had the 
effect of reducing the net interest margin by six basis points and seven basis 
points in the respective periods.

     The following table presents the changes for the first quarter of 1998 
from the first quarter of 1997 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,
                                              1998 Versus 1997
                                     ---------------------------------
                                         Increase/(Decrease) Due to
                                     ---------------------------------
                                       Volume       Rate       Total
                                     ---------    --------   ---------
                                               (in thousands)
<S>                                  <C>          <C>        <C>
Interest income on:
  Loans                              $ 38,737      $16,622    $ 55,359
  MBS                                 (16,706)       5,632     (11,074)
  Investments                          (3,195)          24      (3,171)
                                     --------      -------    --------
    Total interest income              18,836       22,278      41,114
                                     --------      -------    --------
Interest expense on: 
  Deposits                              7,692        5,064      12,756
  Short-term borrowings                 4,759        3,853       8,612
  FHLB and other borrowings            (2,880)        (604)     (3,484)
  Trust capital securities                  3           (4)         (1)
                                     --------      -------    --------
    Total interest expense              9,574        8,309      17,883
                                     --------      -------    --------
          Net interest income        $  9,262      $13,969    $ 23,231
                                     ========      =======    ========
</TABLE>

     Net interest income in the first quarter of 1998 increased $23.2 million 
compared to the first quarter of 1997 due mainly to favorable changes in 
interest rates and to an increase in interest-earning assets which was 
partially offset by an increase in interest-costing liabilities.

     The net interest margin increased to 2.77% for the quarter ended March 
31, 1998 from 2.64% for the quarter ended March 31, 1997.  The increase in the 
net interest margin was primarily due to increases in indices to which 
substantially all the real estate loan and MBS portfolios are tied, an 
increase in deposits as a percentage of total interest-costing liabilities and 
an increase in excess interest-earning assets.


<PAGE>
     The Company experienced continued strengthening of its net interest 
margin during the first quarter of 1998 as evidenced by the difference between 
the net interest margin at March 31, 1998 of 2.81% compared to 2.74% at 
December 31, 1997 and the average for the first quarter of 1998 of 2.77% 
compared to 2.64% for the first quarter of 1997.  During the first quarter of 
1998, the Company's net interest margin benefited from increases in the 
Federal Home Loan Bank 11th District Cost of Funds, LAMA and 12 MAT indices, 
the three major indices to which substantially all of the real estate loan and 
MBS portfolios are tied (see discussion of LAMA and 12 MAT indices below).

     The increase in deposits as a percentage of total interest-costing 
liabilities during the first quarter of 1998 compared to the first quarter of 
1997 and fourth quarter of 1997 also contributed to the increase in the net 
interest margin.  As a result of the acquisition of Coast, average deposits 
increased to $35.4 billion, or 76.0%, of interest-costing liabilities for the 
quarter ended March 31, 1998 compared to $34.7 billion, or 75.8%, for the 
quarter ended March 31, 1997 and $32.4 billion, or 75.0%, for the quarter 
ended December 31, 1997.

     Additionally, the increase in the net interest margin during the first 
quarter of 1998 compared to the first quarter of 1997 was due to a $223.2 
million increase in the excess of average interest-earning assets over 
interest-costing liabilities during this period.  The discontinuance of the 
Company's stock purchase program coupled with the earnings of the Company and 
the issuance of stock in connection with the acquisition of Coast were major 
contributing factors to an increase in stockholders' equity and thus an 
increase in excess interest-earning assets.

     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.

     In 1996, the Company introduced two adjustable rate loan products, 12 MAT 
ARMs, tied to the 12-month moving average of the monthly average one-year 
constant maturity treasury, and LAMA loans, tied to the London Interbank 
Offered Rate ("LIBOR") 12-month moving average of one-month LIBOR, to 
diversify the interest sensitivity profile of the Company's interest-earning 
assets.  The Company also offers loans which provide for interest rates that 
adjust based upon changes in the yields of certain U.S. Treasury securities 
("other Treasury ARMs").  The timing and degree of changes in rates on 12 MAT 
ARMs and LAMA loans provide a better match than COFI ARMs to the changes in 
rates of certain of the Company's interest-costing liabilities.

     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.  At March 31, 1998 and December 31, 1997, 95% of 
the Company's loan and MBS portfolio were ARMs, including 83% which were COFI 
ARMs.  The Company may experience margin compression when increases in market 
rates are not immediately reflected in the yields on the Company's adjustable 
and fixed rate assets or when conditions cause the Company to pay higher than 
market rates for its funds.  For information regarding the Company's 
strategies related to COFI and limiting its interest rate risk, see "Financial 
Condition--Asset/Liability Management and Market Risk."


<PAGE>
CREDIT COSTS

     PROVISION FOR LOAN LOSSES.  The provision for loan losses was $8.1 
million for the first quarter of 1998, a decrease of $16.1 million, or 67%, 
from $24.2 million for the first quarter of 1997.  The decline in the 
provision was due to the continuing improvement in the California economy and 
California real estate market.  For additional information regarding the 
allowance for loan losses, see "Financial Condition--Asset Quality--NPAs and 
Potential Problem Loans" and "Financial Condition-Asset Quality--Allowance for 
Loan Losses."

     OPERATIONS OF REO.  Losses from operations of REO were $8.0 million for 
the first quarter of 1998, a decrease of $14.1 million, or 64%, from losses of 
$22.1 million for the first quarter of 1997.  The decrease was due to gains on 
sale of REO in the first quarter of 1998 of $0.3 million compared to losses of 
$4.3 million in the first quarter of 1997 and to declines of $5.9 million in 
operating costs and $3.6 million in the provision for REO losses.  For 
additional information regarding REO, see "Financial Condition--Asset Quality-
-NPAs and Potential Problem Loans."

NONINTEREST INCOME

     GAIN ON SALES OF LOANS.  During the first quarter of 1998 and 1997, the 
Company sold loans and recognized gains on sales of loans as follows (in 
thousands):
<TABLE>
<CAPTION>
                                            Three Months Ended
                                                March 31,
                                           ---------------------
                                              1998        1997
                                           ----------   --------
<S>                                        <C>          <C>
Book value of loans sold:
  Fixed rate                               $1,036,076   $240,250
  COFI ARMs                                       147    314,025
  12 MAT and other Treasury ARMs               26,350     26,878
  LAMA                                            625       -
                                           ----------   --------
                                           $1,063,198   $581,153
                                           ==========   ========

Pre-tax gain on sale of loans:
  Fixed rate                               $   11,580   $  5,125
  COFI ARMs                                        22      2,364
  12 MAT and other Treasury ARMs                  162        500
  LAMA                                              7       -
                                           ----------   --------
                                           $   11,771   $  7,989
                                           ==========   ========
</TABLE>
     The Company intends to sell the majority of its fixed rate mortgage 
originations and certain ARM originations in the secondary market.


<PAGE>
     The Company capitalizes mortgage servicing rights ("MSR") when the 
related mortgage loans are sold or securitized as MBS available for sale.  The 
MSR are amortized in proportion to and over the period of estimated loan 
servicing income.  The MSR are periodically reviewed for impairment based on 
their fair value and potential impairment losses, if any, are recognized 
through a valuation allowance and a charge 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 loan amount, loan type, loan origination date, loan term, 
the state where the collateral is located and collateral type.  MSR totaling 
$10.1 million and $12.9 million were capitalized in the first quarter of 1998 
and 1997, respectively.  MSR totaling $27.6 million was acquired from Coast 
during the first quarter of 1998.  The changes to the valuation allowance 
included a provision of $1.0 million for the first quarter of 1997.  There was 
no addition to the valuation allowance in the first quarter of 1998 and no 
charge-offs against this valuation allowance during the first quarters of 1998 
and 1997.  The valuation allowance for MSR impairment was $5.5 million as of 
March 31, 1998.

     LOAN SERVICING INCOME.  Loan servicing income was $21.7 million for the 
first quarter of 1998, an increase of $5.0 million, or 30%, from $16.7 million 
for the first quarter of 1997.  The increase in the first quarter of 1998 was 
due mainly to the acquisition of Coast's loan servicing operations, partially 
offset by an increase in amortization of MSR as a result of an increase in the 
related servicing asset.  At March 31, 1998, the portfolio of loans serviced 
for investors was $17.2 billion with a gross retained spread of 0.66% compared 
to $14.0 billion and 0.66% at March 31, 1997.

     FEE INCOME.  Total fee income, consisting of banking and other retail 
service fees plus other fee income, was $46.9 million for the first quarter of 
1998, an increase of $1.2 million, or 3%, from $45.7 million for the first 
quarter of 1997.

     Banking and other retail service fees decreased $1.6 million, or 5%, from 
$29.3 million for the first quarter of 1997 to $27.7 million for the first 
quarter of 1998.  The decrease in the first quarter of 1998 was due to 
decreases of $1.5 million in service charges on deposit accounts and $0.8 
million in other retail banking fees, partially offset by an increase in ATM 
fees of $0.7 million.

     Fee income from other services was $19.2 million for the first quarter of 
1998, an increase of $2.8 million, or 17%, from $16.4 million for the first 
quarter of 1997.  The increase was primarily due to increases of $2.2 million 
in mortgage-related fees, $0.3 million in debit card-related fees and $0.3 
million in other fees.

     GAIN ON SALE OF FINANCIAL SERVICE CENTERS.  In March 1997, the Company 
sold deposits of $251.4 million and branch premises in Arizona resulting in a 
pre-tax gain of $16.0 million.  The gain was net of expenses associated with 
the sale.


<PAGE>
NONINTEREST EXPENSE

     GENERAL & ADMINISTRATIVE EXPENSES.  G&A expenses were $216.7 million for 
the first quarter of 1998, an increase of $29.9 million, or 16%, from $186.8 
million for the first quarter of 1997.  The increase in G&A expenses was 
mainly due to the pre-tax Coast charges of $23.2 million related to the 
closure and consolidation of certain Home Savings branches, certain conversion 
costs, severance and customer retention and marketing programs recognized in 
connection with the acquisition of Coast.  The increase in G&A also reflects a 
higher volume of operating expenses associated with the net addition of 40 
Coast branches.

     The efficiency ratio was 52.9% for the first quarter of 1998 compared to 
49.1% for the first quarter of 1997.  Excluding the Coast charges in the first 
quarter of 1998, the efficiency ratio would have been 47.3%.

     OPERATIONS OF REI.  Income from operations of REI were $0.3 million for 
the first quarter of 1998, an increase of $2.2 million from losses of $1.9 
million for the first quarter of 1997.  The change was primarily due to 
declines of $2.0 million in provision for losses and $0.2 million in operating 
expenses.

     During the first quarter of 1998, the Company sold an office building 
located in Charlotte, North Carolina at a price equal to recorded value.  The 
Company also purchased property in Ventura County, California, as part of its 
planned disposition of the Ahmanson Ranch.

     At March 31, 1997, REI, consisting of six projects totaling $66.7 
million, were classified as long-term.  Other REI, consisting of four projects 
totaling $71.5 million, were classified as held for sale.  Included in REI 
held for sale was the Ahmanson Ranch, which totaled $68.7 million at March 31, 
1998.  There were no specific impairment allowances recognized on these REI 
assets at March 31, 1998 as management believes that the general valuation 
allowance is adequate to cover impairment.

     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.  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 $8.9 million for the first quarter of 
1998, an increase of $2.5 million, or 39%, from $6.4 million for the first 
quarter of 1997, reflecting the amortization of goodwill and core deposit 
intangible resulting from the acquisition of Coast.

     PROVISION FOR INCOME TAXES.  The changes in the provision for income 
taxes primarily reflected the changes in pre-tax income between the comparable 
periods.  The effective tax rates for the first quarter of 1998 and 1997 were 
36.8% and 37.6%, respectively, reflecting management's estimate of the 
Company's full year tax provision.


<PAGE>
                             FINANCIAL CONDITION

     The Company's consolidated assets were $54.5 billion at March 31, 1998, 
an increase of $7.8 billion, or 17%, from $46.7 billion at December 31, 1997.  
The increase is due mainly to the acquisition of Coast in February 1998, which 
added approximately $8.9 billion of assets and $6.4 billion of deposits, 
partially offset by a decrease in the loan and MBS portfolio primarily due to 
sales of and payments on loans and MBS.

LOAN AND MBS PORTFOLIO

     The Company's loan and MBS portfolio was as follows (in thousands):
<TABLE>
<CAPTION>
                                 March 31, 1998       December 31, 1997
                                 --------------       -----------------
                                   Portfolio              Portfolio
                                    Balance                Balance
                                  -----------            -----------
<S>                               <C>                    <C>
Real estate loans:
  Residential loans:
    Single family                 $22,889,290            $18,714,254
    Multi-family                   10,791,909              9,859,143
  Commercial and industrial         1,479,157              1,128,320
                                  -----------            -----------
                                   35,160,356             29,701,717
Consumer loans:
  Home equity                         953,324                860,573
  Savings account secured              66,852                 65,256
  Other                               138,869                121,511
                                  -----------            -----------
                                    1,159,045              1,047,340
Business banking loans                 80,563                 65,738
Other loans                            27,320                 25,862
                                  -----------            -----------
    Total loans                    36,427,284             30,840,657
Deferred loan costs and interest       16,009                 11,606
Unearned premiums                      25,535                  9,279
Allowance for loan losses            (480,749)              (377,351) 
                                  -----------            -----------
Loans receivable                   35,988,079             30,484,191
MBS                                14,347,949             12,791,391
                                  -----------            -----------
    Total loans and MBS           $50,336,028            $43,275,582
                                  ===========            ===========
</TABLE>

     The increase in loans and MBS is due mainly to the acquisition of Coast 
loans and MBS totaling $8.1 billion, a majority of which were tied to COFI.  
At March 31, 1998, approximately 97% of the real estate loan and MBS portfolio 
was secured by residential properties, including 75% secured by single family 
properties.  The Company's loan and MBS portfolio is concentrated in the state 
of California with approximately 81% of the portfolio secured by properties in 
the state.  No other state represents outstanding portfolio balances 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.


<PAGE>
     The real estate loan and MBS portfolio at March 31, 1998 includes 
approximately $6.5 billion in mortgage loans that were originated with loan-
to-value ("LTV") ratios exceeding 80%, or 13% of the portfolio at March 31, 
1998.  The majority of the higher LTV loans in the portfolio at March 31, 1998 
were secured by single family properties.  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.

     The Company's primary business continues to be the funding of loans on 
residential real estate properties.  The Company's loan fundings are 
summarized as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                       Three months ended March 31,
                           ----------------------------------------------------
                                     1998                       1997
                           ------------------------    ------------------------
                              Loan       Percent of       Loan       Percent of
                            Fundings      Fundings      Fundings      Fundings
                           ----------    ----------    ----------    ----------
<S>                        <C>           <C>           <C>           <C>     
Real estate loans:
  Single family:
    Fixed rate             $1,321,855       59.6%      $  349,850       30.1%
    COFI ARMs                  38,167        1.7           82,205        7.1
    12 MAT ARMs               245,821       11.1          242,910       20.9
    Other Treasury ARMs        20,483        0.9           38,214        3.3
    LAMA                       63,341        2.9            2,477        0.2
                           ----------      -----       ----------      -----
                            1,689,667       76.2          715,656       61.6
  Multi-family:
    Fixed rate                 40,336        1.8            4,530        0.4
    COFI ARMs                   5,908        0.3           26,460        2.3
    12 MAT ARMs               149,807        6.7          231,149       19.9
    LAMA                       47,971        2.2            6,519        0.5
                           ----------      -----       ----------      -----
                              244,022       11.0          268,658       23.1
Consumer loans:
  Home equity                 185,281        8.3           85,103        7.3
  Savings account secured      23,552        1.1           28,448        2.4
  Other                        39,461        1.8           50,411        4.3
                           ----------      -----       ----------      -----
                              248,294       11.2          163,962       14.0
Business banking loans         34,950        1.6           14,693        1.3
                           ----------      -----       ----------      -----
                           $2,216,933      100.0%      $1,162,969      100.0%
                           ==========      =====       ==========      =====
</TABLE>

     During the first three months of 1998, approximately 71% of real estate 
loan fundings were on properties located in California compared to 70% during 
the first three months of 1997.

     The Company is continuing to originate consumer loans through its entire 
distribution network.  The Company began originating business banking loans 
through some of its California branches in the fourth quarter of 1996 and was 
offering business banking loans at most of its California branches by the end 
of the second quarter of 1997.  Both activities are designed to further the 
Company's objective of positioning itself as a full-service consumer and 
financial services company.

     For additional information regarding these loan products, see "Results of 
Operations--Net Interest Income" and "Financial Condition--Asset/Liability 
Management and Market Risk."


<PAGE>
     At March 31, 1998, the Company was committed to fund the following loans 
(dollars in thousands):
<TABLE>
<CAPTION>
                                      March 31, 1998
                                -------------------------
                                Outstanding   Percent of
                                Commitments   Commitments
                                -----------   -----------
<S>                             <C>           <C>
Real estate loans:
  Fixed rate                     $  378,699      59.8%
  COFI ARMs                           2,742       0.4
  12 MAT ARMs                       185,393      29.3
  Other Treasury ARMs                 3,935       0.6
  LAMA                               62,362       9.9
                                 ----------     -----
                                 $  633,131     100.0%
                                 ==========     =====
Consumer loans:
  Home equity:
    Line of credit               $  616,441      57.3%
    Loans                            30,454       2.8
  Unsecured lines of credit         426,407      39.7
  Secured lines of credit               858       0.1
  Other                               1,341       0.1
                                 ----------     -----
                                 $1,075,501     100.0%
                                 ==========     =====
Business banking loans           $  127,842     100.0%
                                 ==========     =====
</TABLE>
     The Company expects to fund such loans from its liquidity sources.  It is 
likely that some of these loan commitments will expire without being drawn 
upon.

ASSET/LIABILITY MANAGEMENT AND MARKET RISK

     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.  The Company manages 
various market risks in the ordinary course of business, including interest 
rate risk, liquidity risk and credit risk.

     In order to manage the interest rate risk inherent in its portfolios of 
interest-earning assets and interest-costing liabilities, the Company 
emphasizes the origination of ARMs for retention in the loan and MBS 
portfolios.  Until late 1996, the majority of originated ARMs were indexed to 
COFI.  The interest rates 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 majority of 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. 


<PAGE>
     The Company offers and increasingly emphasizes the origination of other 
ARM loan products, such as 12 MAT ARMs and LAMA loans, over COFI ARMs in an 
effort to diversify the interest rate sensitivity of its loan portfolio.  
Because 12 MAT and LAMA are moving averages of historic interest rates, the 
interest rates on 12 MAT ARMs and LAMA loans do not immediately reflect market 
interest rate movements.  However, the timing and degree of changes in rates 
on 12 MAT ARMs and LAMA loans provide a better match than COFI ARMs to the 
changes in rates of certain of the Company's interest-costing liabilities, in 
part because 12 MAT and LAMA are not normally subject to influences other than 
changes in market interest rates.  The emphasis on these other ARM loan 
products is intended to diversify the interest sensitivity and liquidity 
profile of the Company's interest-earning assets.  However, due to the long-
time emphasis on originating COFI ARMs and their predominant balance in the 
current portfolio, benefits from loans tied to other indices will be realized 
slowly over time.  At March 31, 1998, approximately 83% of the Company's $50.8 
billion gross loan and MBS portfolio consisted of COFI ARMs, unchanged from 
the percentage at December 31, 1997.  For information regarding the Company's 
loan diversification, see "Financial Condition--Loan and MBS Portfolio."

     The FIB branch acquisition in the third quarter of 1996 accelerated the 
Company's progress in building its portfolio of consumer and business banking 
loans which generally earn higher rates of interest and have maturities 
shorter than residential real estate loans.  The acquisition of Coast will 
extend the Company's efforts in these business lines.   However, the 
origination of consumer and business banking loans involves risks different 
from those associated with originating residential real estate loans.  For 
example, credit risk associated with consumer and business banking loans is 
generally higher than for mortgage loans, the sources and level of competition 
may be different and, compared to residential real estate lending, consumer 
and business banking lending is a relatively new business for the Company.  
These different risk factors are considered in the underwriting and pricing 
standards established for consumer and business banking loans.

     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 strategy to increase the percentage of transaction 
accounts in its deposit portfolio, which the Company believes is a lower 
costing funding source than other funding sources.  At March 31, 1998, 
transaction accounts comprised 35% of the deposit base compared to 32% at 
March 31, 1997.  A portion of this increase is due to the Company's "money 
market index account," which was introduced in the third quarter of 1997.  
This new product offers depositors some of the liquidity of a transaction 
account, with a higher interest rate, but at a lower cost to the Company than
its traditional term accounts.  The Company's money market index account 
balance was $2.3 billion at March 31, 1998 compared to $1.4 billion at 
December 31, 1997. For additional information regarding these and other 
transactions, see "Results of Operations--Net Interest Income" and "Financial 
Condition--Liquidity and Capital Resources."


<PAGE>
     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, 1998 are as follows (dollars in 
thousands):
<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                 $   775,560    2%   $   773,142   $      -     $     2,418   $      -      $     -
Impact of hedging (LIBOR-indexed
  amortizing swaps)                          -       -        (19,020)       19,020         -             -            -
                                      -----------  ---    -----------   -----------  -----------   -----------   ----------
    Total investment securities           775,560    2        754,122        19,020        2,418          -            -
                                      -----------  ---    -----------   -----------  -----------   -----------   ----------

Loans and MBS
  MBS    
    ARMs                               14,024,218   27     13,985,652        38,566         -             -            -
    Other                                 323,731    1           -             -           1,597          -         322,134
  Loans
    ARMs                               33,572,791   65     31,928,452       568,858      760,568        53,297      261,616
    Other                               2,415,288    5        183,659          -            -             -       2,231,629
                                      -----------  ---    -----------   -----------  -----------   -----------   ----------
    Total loans and MBS                50,336,028   98     46,097,763       607,424      762,165        53,297    2,815,379
                                      -----------  ---    -----------   -----------  -----------   -----------   ----------
      Total interest-earning assets   $51,111,588  100%   $46,851,885   $   626,444  $   764,583   $    53,297   $2,815,379
                                      ===========  ===    ===========   ===========  ===========   ===========   ==========
Interest-costing liabilities:
Deposits
  Transaction accounts                $13,363,700   27%   $13,363,700   $      -     $      -      $      -      $     -
  Term accounts                        24,999,549   50     15,131,443     7,433,447    2,424,805         9,804           50
                                      -----------  ---    -----------   -----------  -----------   -----------   ----------
    Total deposits                     38,363,249   77     28,495,143     7,433,447    2,424,805         9,804           50
                                      -----------  ---    -----------   -----------  -----------   -----------   ----------
Borrowings  
  Short-term                            2,826,963    6      2,051,963       775,000         -             -            -
  FHLB and other                        8,428,298   17      4,809,508     1,977,745    1,325,410       254,767       60,868
  Capital securities of
    subsidiary trust                      148,507    -           -             -            -          148,507         -
                                      -----------  ---    -----------   -----------  -----------   -----------   ----------
    Total borrowings                   11,403,768   23      6,861,471     2,752,745    1,325,410       403,274       60,868
                                      -----------  ---    -----------   -----------  -----------   -----------   ----------
      Total interest-costing
          liabilities                 $49,767,017  100%   $35,356,614   $10,186,192  $ 3,750,215   $   413,078   $   60,918
                                      ===========  ===    ===========   ===========  ===========   ===========   ==========
Hedge-adjusted interest-earning
  assets more/(less) than 
  interest-costing liabilities        $ 1,344,571         $11,495,271   $(9,559,748) $(2,985,632)  $  (359,781)  $2,754,461 
                                      ===========         ===========   ===========  ===========   ===========   ==========

Cumulative interest sensitivity gap                       $11,495,271   $ 1,935,523  $(1,050,109)  $(1,409,890)  $1,344,571
                                                          ===========   ===========  ===========   ===========   ==========
Percentage of hedge-adjusted
  interest-earning assets to 
  interest-costing liabilities             102.70%
Percentage of cumulative interest
  sensitivity gap to total assets            2.47%
</TABLE>



<PAGE>
     The Company continually evaluates interest rate risk management 
opportunities, including the use of derivative financial instruments.  
Interest rate swaps and other derivative instruments may be used to manage 
interest rates, duration and other credit and market risks.  The Company does 
not hold or issue derivative financial instruments for trading purposes.  The 
Company currently utilizes certain off-balance sheet financial instruments, 
including forward sales of and options to sell loans and MBS, to help manage 
its interest rate exposure with respect to fixed rate loans (or loans with 
certain periods at a fixed rate) in its loan origination pipeline and in its 
portfolio.

     The Securities and Exchange Commission has approved rule amendments to 
clarify and expand existing disclosure requirements for derivative financial 
instruments.  The amendments require enhanced disclosure of accounting 
policies for derivative financial instruments in the footnotes to the 
financial statements.  In addition, the amendments expand existing disclosure 
requirements to include quantitative and qualitative information about market 
risk inherent in market risk sensitive instruments.  The required quantitative 
and qualitative information are to be disclosed outside the financial 
statements and related notes thereto.  As the Company believes that the 
derivative financial instrument disclosures contained within the notes to the 
consolidated financial statements included in its Annual Report on Form 10-K 
for the year 1997 substantially conform with requirements of these amendments, 
no interim period disclosure has been provided herein.

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, TDRs and other impaired major loans.  Other impaired major loans 
are major loans which are less than 90 days delinquent 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 and which may be dependent upon operation and/or sale of the collateral 
property for repayment.


<PAGE>
     The Company's NPAs, troubled debt restructurings ("TDRs") and other 
impaired major loans, net of related specific loss allowances, by type as of 
the dates indicated were as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                              March 31,    December 31,   Increase
                                                1998           1997      (Decrease)
                                            -------------  ------------  ----------
<S>                                         <C>            <C>           <C>       
Nonaccrual loans:
   Single family                               $448,104       $376,421    $ 71,683 
   Multi-family                                  44,391         20,631      23,760 
   Commercial and industrial real estate         23,461         32,171      (8,710)
   Consumer                                       4,020          3,608         412 
   Business banking                                  25             67         (42)
                                               --------       --------    --------
         Total                                 $520,001       $432,898    $ 87,103
                                               ========       ========    ========

REO:
   Single family                               $148,345       $137,114    $ 11,231 
   Multi-family                                  23,384         15,657       7,727
   Commercial and industrial real estate         11,445          9,669       1,776 
                                               --------       --------    --------
         Total                                 $183,174       $162,440    $ 20,734 
                                               ========       ========    ========
Total NPAs:  
   Single family                               $596,449       $513,535    $ 82,914 
   Multi-family                                  67,775         36,288      31,487 
   Commercial and industrial real estate         34,906         41,840      (6,934)
   Consumer                                       4,020          3,608         412
   Business banking                                  25             67         (42)
                                               --------       --------    --------
         Total                                 $703,175       $595,338    $107,837 
                                               ========       ========    ========

TDRs:
   Single family                               $168,747       $162,257    $  6,490
   Multi-family                                  51,792         32,636      19,156 
   Commercial and industrial real estate         60,366         17,406      42,960 
                                               --------       --------    --------
         Total                                 $280,905       $212,299    $ 68,606
                                               ========       ========    ========

Other impaired major loans:
   Multi-family                                $126,167       $107,814    $ 18,353
   Commercial and industrial real estate         19,595         36,816     (17,221)
                                               --------       --------    --------
         Total                                 $145,762       $144,630    $  1,132
                                               ========       ========    ========
Ratio of NPAs to total assets                      1.29%          1.28%
                                               ========       ========
Ratio of NPAs and TDRs to total assets             1.81%          1.73%
                                               ========       ========
Ratio of allowances for losses
   on loans and REO to NPAs                       68.84%         64.07%
                                               ========       ========
</TABLE>



<PAGE>
     The Company's NPAs, TDRs and other impaired major loans by state at March 
31, 1998 were as follows (in thousands):
<TABLE>
<CAPTION>
                                        NPAs
             -----------------------------------------------------------
                      Real Estate
             -----------------------------
                                                                                     Other
                                Commercial                                          Impaired
              Single    Multi-     and                Business                       Major
              Family    Family  Industrial  Consumer  Banking     Total     TDRs     Loans
             --------  -------  ----------  --------  --------  --------  --------  --------
<S>          <C>       <C>      <C>         <C>       <C>       <C>       <C>       <C>    
California   $460,677  $65,376    $30,380    $3,792     $25     $560,250  $239,280  $133,278
New York       35,014      655      1,263      -          -       36,932    14,521     2,610
Florida        36,398     -          -         -          -       36,398     5,679      -
Texas           8,390      379       -         -          -        8,769     1,262     1,217
Other          55,970    1,365      3,263       228       -       60,826    20,163     8,657
             --------  -------    -------    ------     ---     --------  --------  --------
             $596,449  $67,775    $34,906    $4,020     $25     $703,175  $280,905  $145,762
             ========  =======    =======    ======     ===     ========  ========  ========
</TABLE>

     Total NPAs were $703.2 million at March 31, 1998, or a ratio of NPAs to 
total assets of 1.29%, an increase of $107.9 million, or 18%, during the first 
three months of 1998 from $595.3 million, or 1.28% of total assets, at 
December 31, 1997.  At March 31, 1998, $117.8 million of NPAs related to loans 
and REO acquired from Coast.  Excluding these NPAs, the Company would have 
reported a decline in NPAs of $9.9 million from December 31, 1997 principally 
related to the payoff of two commercial and industrial loans.

     Single family NPAs were $596.4 million at March 31, 1998, an increase of 
$82.9 million, or 16%, during the first three months of 1998 from $513.5 
million at December 31, 1997, primarily due to single family NPAs relating to 
loans acquired from Coast of $80.5 million.  Multi-family NPAs totaled $67.8 
million at March 31, 1998, an increase of $31.5 million, or 87%, during the 
first three months of 1998 from $36.3 million at December 31, 1997, primarily 
due to multi-family NPAs relating to loans acquired from Coast of $22.6 
million and other increases in California ($7.6 million).  Commercial and 
industrial real estate NPAs totaled $34.9 million at March 31, 1998, a 
decrease of $6.9 million, or 17%, during the first three months of 1998 from 
$41.8 million at December 31, 1997, primarily due to the payoff of two 
commercial and industrial loans in California, partially offset by commercial 
and industrial NPAs related to loans acquired from Coast of $14.8 million.

     TDRs were $280.9 million at March 31, 1998, an increase of $68.6 million, 
or 32%, during the first three months of 1998 from $212.3 million at December 
31, 1997 primarily due to multi-family and commercial and industrial TDRs 
relating to loans acquired from Coast of $30.3 million and $43.0 million, 
respectively.

     Other impaired major loans at March 31, 1998 were $145.8 million, an 
increase of $1.2 million, or less than 1%, during the first three months of 
1998 from $144.6 million at December 31, 1997 primarily due to multi-family 
loans relating to loans acquired from Coast of $20.6 million, partially offset 
by decreases in multi-family loans and commercial and industrial loans of $2.3 
million and $17.2 million, respectively.


<PAGE>
     The recorded investment in all impaired loans was as follows (in 
thousands):
<TABLE>
<CAPTION>
                                      March 31, 1998                     December 31, 1997
                              ---------------------------------   ---------------------------------
                                          Allowance                           Allowance
                               Recorded      for         Net       Recorded      for         Net
                              Investment    Losses   Investment   Investment   Losses    Investment
                              ----------  ---------  ----------   ----------  ---------  ----------
<S>                           <C>         <C>        <C>          <C>         <C>        <C>   
With specific allowances       $402,804    $73,346    $329,458     $330,412    $55,392    $275,020
Without specific allowances     133,557       -        133,557      103,352       -        103,352
                               --------    -------    --------     --------    -------    --------
                               $536,361    $73,346    $463,015     $433,764    $55,392    $378,372
                               ========    =======    ========     ========    =======    ========
</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 $70.9 million of single family REO and $14.6 million of multi-
family and commercial and industrial REO in the first three months of 1998.  
In the first three months of 1997, the Company sold $108.6 million of single 
family REO and $15.8 million of multi-family and commercial and industrial 
REO.

     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, 1998.  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 of the 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 (dollars in thousands):
<TABLE>
<CAPTION>
                                            Three Months Ended
                                                 March 31,
                                           ---------------------
                                             1998         1997
                                           --------     --------
<S>                                        <C>          <C>
Beginning balance                          $377,351     $389,135
Allowance for loan losses
  acquired from Coast                       107,830         -
Provision for loan losses                     8,066       24,223
                                           --------     --------
                                            493,247      413,358
                                           --------     --------
Charge-offs:
  Single family                             (10,225)     (24,230)
  Multi-family                               (5,840)      (9,624)
  Commercial and industrial real estate        -            (239)
  Consumer                                   (2,902)        (762)
  Business banking                             (328)        -
                                           --------     --------
                                            (19,295)     (34,855)
                                           --------     --------
Recoveries:
  Single family                               2,683        7,214
  Multi-family                                1,079        1,689
  Commercial and industrial real estate       3,010          249
  Business banking                               25           33
                                           --------     --------
                                              6,797        9,185
                                           --------     --------
    Net charge-offs                         (12,498)     (25,670)
                                           --------     --------
Ending balance                             $480,749     $387,688
                                           ========     ========
Ratio of net charge-offs to average
  loans and MBS outstanding during
  the periods (annualized)                     0.11%        0.22%
                                               ====         ====
</TABLE>

     The declines in the provision for loan losses and gross charge-offs 
during the first quarter of 1998 are due to lower levels of the Company's NPAs 
and delinquent loans, excluding Coast related NPAs and delinquent loans.  The 
continuing improvement in the California economy and California real estate 
market has contributed to the significant improvement in the Company's credit 
costs.


<PAGE>
     The allocation of the Company's allowance for loan losses by loan and MBS 
category and the allocated allowance as a percent of the loan and MBS category 
at the dates indicated are as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                           March 31, 1998        December 31, 1997
                                        ---------------------  ---------------------
                                                   Allowance              Allowance
                                                   as Percent             as Percent
                                                    of Loan                of Loan
                                                    and MBS                and MBS
                                        Allowance   Category   Allowance   Category
                                        ---------  ----------  ---------  ----------
<S>                                     <C>        <C>         <C>        <C>      
Single family                            $207,535     0.56%    $174,459       0.55%
Multi-family                              187,786     1.74      143,977       1.46
Commercial and industrial real estate      62,652     4.25       40,713       3.62
Consumer                                   17,976     1.47       13,402       1.21
Business banking                            4,800     5.95        4,800       7.28
                                         --------              --------
                                         $480,749     0.95     $377,351       0.86
                                         ========              ========
</TABLE>

     The increase in the allowance for loan losses at March 31, 1998 is due 
mainly to the acquisition of Coast.  The increase in the allocation of 
allowance for loan losses in the multi-family and commercial and industrial 
portfolios is due to the increase in NPAs and TDRs in these portfolios related 
to loans acquired from Coast.  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 the economies of the areas in which the Company lends and upon future 
events, including natural disasters, such as earthquakes.  Management believes 
that the principal risk factor which could potentially require an increase in 
the allowance for loan losses would be the slowing or 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 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 
currently require each savings institution to maintain an average daily 
balance of liquid assets in each calendar quarter of not less than four 
percent of either (1) its liquidity base at the end of the preceding quarter, 
or (2) the average daily balance of its liquidity base during the preceding 
quarter.  Home Savings has elected to calculate its average liquidity ratio 
using the first method.  For March 1998 the average liquidity ratio of Home 
Savings was 10.64%.


<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 three months of 1998 cash of $2.1 
billion was used to fund loans.  Principal payments on loans were $1.5 billion 
for the first three months of 1998, an increase of $784.3 million, or 106%, 
from $738.9 million for the first three months of 1997.  During the first 
three months of 1998 the Company sold loans totaling $1.1 billion.  At March 
31, 1998, the Company had $875.9 million of loans held for sale.  The loans 
designated for sale included $661.3 million of fixed rate loans, $193.9 
million in COFI ARMs and $20.7 million of 12 MAT and other Treasury ARMs.  
Loans designated for sale at March 31, 1998 include loans totaling $194.5 
million acquired from Coast.  For information regarding the Company's loan 
sales, see "Results of Operations--Noninterest Income--Gain on Sales of 
Loans."

     MBS.  The Company designates certain MBS as available for sale.  At March 
31, 1998, the Company had $10.0 billion of MBS available for sale, comprised 
of $9.7 billion of ARM MBS and $282.7 million of fixed rate MBS.  These MBS 
had an unrealized gain of $128.3 million at March 31, 1998.  The unrealized 
gain is due mainly to temporary market-related conditions and the Company 
expects no significant effect on its future interest income.

     DEPOSITS.  Deposits were $38.4 billion at March 31, 1998, an increase of 
$6.1 billion, or 19%, from $32.3 billion at December 31, 1997, mainly due to 
the acquisition of Coast in February 1998 with $6.4 billion of deposits.  
Excluding this transaction, there was a net deposit outflow of $297.7 million 
primarily due to maturities of term accounts which have more sensitivity to 
market interest rates than transaction accounts.  Term deposits decreased 
$996.8 million during the first three months of 1998, while transaction 
accounts increased $699.1 million during the same period.  The Company manages 
its borrowings to balance changes in deposits.

     Over the past several years, the Company has focused on enlarging its 
presence and enhancing its market share in its key market of California and 
has recognized that there are markets where the Company cannot economically 
achieve sufficient market share to be an effective competitor.  Such focus 
resulted in, among other things, the sale of the Company's retail deposit 
branch system in New York in 1995, the sale of three retail branches in Texas 
in 1996 and, in 1997, the sale of four retail branches in Arizona and 12 
retail branches in western Florida.  In December 1997, the Company announced a 
definitive agreement to sell its remaining 27 Florida branches with deposits 
of approximately $3.3 billion at March 31, 1998.  The sale is expected to 
close in the third quarter of 1998.

     At March 31, 1998, 85% of the Company's deposits were in California 
compared to 82% at December 31, 1997.


<PAGE>
     BORROWINGS.  Borrowings totaled $11.3 billion at March 31, 1998, an 
increase of $426.0 million, or 4%, during the first three months of 1998 from 
$10.8 billion at December 31, 1997, reflecting increases in securities sold 
under agreements to repurchase of $350.0 million and in FHLB and other 
borrowings of $111.9 million, partially offset by a decline in short-term 
borrowings of $35.9 million.  The net increase in borrowings is mainly due to 
the acquisition of Coast in February 1998.

     In February 1998, the Company issued a medium term note for $100 million 
which will mature on February 21, 2001, bearing an interest rate of 5.88%.

     During the first quarter of 1998, medium term notes totaling $130 million 
matured.  In April 1998, the Company redeemed all of the $57.5 million in 10% 
Senior Notes which had been issued by Coast.

     CAPITAL.  During the first three months of 1998, Ahmanson returned 
capital to stockholders by purchasing 406,600 shares of its common stock.  On 
March 2, 1998, the Company redeemed at par the entire $195 million of its 
8.40% Series C Preferred Stock, in accordance with the original terms.

     Stockholders' equity was $3.3 billion at March 31, 1998, an increase of 
$859.1 million, or 36%, from $2.4 billion at December 31, 1997.  The increase 
is primarily due to the value of common shares issued to acquire Coast in 
February 1998 of approximately $925.1 million, net income of $114.3 million 
and an increase of $46.1 million in the net unrealized gain on securities 
available for sale, partially offset by the redemption of the Series C 
Preferred Stock of $195 million, dividends paid to common and preferred 
stockholders of $28.8 million and payments of $24.1 million to purchase the 
Company's common stock.  The net unrealized gain on securities available for 
sale at March 31, 1998 was $77.2 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 their 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.

     At March 31, 1998, Home Savings exceeded the regulatory standards 
required to be considered well-capitalized.  Home Savings' capital amounts 
and ratios at March 31, 1998 were as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                                            Well-
                                                  Capitalized            Capitalized
                                                     Amount     Ratio     Standard
                                                  -----------  -------   -----------
<S>                                               <C>          <C>       <C>
Tangible capital (to adjusted total assets)        $3,178,794    5.96%       N/A
Core capital (to adjusted total assets)             3,181,871    5.97       5.00%
Core capital (to risk-weighted assets)              3,181,871    9.28       6.00
Total risk-based capital (to risk-weighted assets)  4,051,438   11.81      10.00
</TABLE>


<PAGE>
ACCOUNTING DEVELOPMENTS

     The Company adopted SFAS No. 130, "Reporting Comprehensive Income" as of 
January 1, 1998.  SFAS No. 130 establishes standards for reporting of 
comprehensive income and its components in the financial statements.  SFAS No. 
130 is effective for fiscal years beginning after December 15, 1997.  For 
information regarding comprehensive income, see "Note to the Condensed 
Consolidated Financial Statements."

     The Company adopted SFAS No. 131, "Disclosures About Segments of an 
Enterprise and Related Information" as of January 1, 1998.  SFAS No. 131 
establishes standards to report information about operating segments in annual 
financial statements and requires reporting of selected information about 
operating segments in interim reports to shareholders beginning in 1999.  It 
also establishes standards for related disclosures about products and 
services, geographic areas and major customers.  SFAS No. 131 is effective for 
the Company for its December 31, 1998 financial statements, with comparative 
information for earlier years to be restated.

     The Company adopted SFAS No. 132, "Employers Disclosures About Pensions 
and Other Postretirement Benefits" as of January 1, 1998.  SFAS No. 132 
standardizes the disclosure requirements for pensions and other postretirement 
benefits; requires additional information on changes in the benefit 
obligations and fair values of plan assets; and eliminates certain disclosures 
required by SFAS No. 87, "Employers' Accounting for Pensions," SFAS No. 88, 
"Employers' Accounting for Settlements and Curtailments of Defined Benefit 
Pension Plans and for Termination of Benefits," and SFAS No. 106, "Employers' 
Accounting for Postretirement Benefits Other Than Pensions."  SFAS No. 132 is 
effective for the Company for its December 31, 1998 financial statements, with 
comparative information for earlier years to be restated.

TAX CONTINGENCY

     The Company's financial statements do not contain any benefit related to 
the Company's determination 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, 1998, 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, 1998 could approach 
$167 million.  The potential deferred tax benefit related to branching rights 
not abandoned could approach $130 million. 


<PAGE>
     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 IRS field team recently informed the Company of their 
intent to request a Technical Advice Memorandum from the IRS National Office 
regarding the 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.

HOME SAVINGS GOODWILL LITIGATION

     On August 31, 1989, the Financial Institutions Reform, Recovery and 
Enforcement Act ("FIRREA") was enacted.  Among other things, FIRREA raised the 
minimum capital requirements for savings institutions and required a phase-out 
of the amount of supervisory goodwill which could be included in satisfying 
certain regulatory capital requirements.  The exclusion of supervisory 
goodwill from regulatory capital led many savings institutions to either 
replace the lost capital by issuing new qualifying debt or equity securities 
or reduce assets.  On August 31, 1989, Home Savings had supervisory goodwill 
totaling $572.0 million resulting from its prior acquisitions of 18 savings 
institutions in Florida, Missouri, Texas, Illinois, New York and Ohio.  In 
September 1992, Home Savings filed a lawsuit against the U.S. government for 
unspecified damages involving supervisory goodwill related to its acquisitions 
of troubled savings institutions from 1981 to 1988.

     In March 1998, the U.S. government conceded that Home Savings had 
contracts with the U.S. government and that the U.S. government took actions 
that were inconsistent with those contracts.  These contracts relate to Home 
Savings' purchase of troubled savings institutions in Florida, Missouri, Texas 
and Illinois and the purchase of Century Federal Savings of New York, which 
resulted in unamortized supervisory goodwill of $374.8 million as of August 
31, 1989.  The government denied both the existence of additional contracts 
and any action inconsistent with a contract in connection with Home Savings' 
purchase of savings institutions in Ohio and The Bowery Savings Bank of New 
York, which resulted in unamortized supervisory goodwill of $197.2 million as 
of August 31, 1989.

     The U.S. government's response represents a concession of liability and 
is not a concession that Home Savings was damaged by the U.S. government's 
breach of contract.  In addition, there has been no determination as to the 
amount of damages that Home Savings may have sustained as a result of the 
breach of contract.  Home Savings is continuing to pursue its case with 
respect to supervisory goodwill claims including those for The Bowery Savings 
Bank and savings institutions in Ohio.

     If the proposed merger with Washington Mutual is consummated, Home 
Savings' rights in its litigation against the U.S. government will become an 
asset of Washington Mutual.


<PAGE>
YEAR 2000

     Many computer systems, including most of those used by the Company, 
identify dates using only the last two digits of the year.  These systems are 
unable to distinguish between dates in the year 2000 and dates in the year 
1900.  That inability (referred to as the "Year 2000 issue"), if not 
addressed, could cause these systems to fail or provide incorrect information 
after December 31, 1999 or when using dates after December 31, 1999.  This in 
turn could have a material adverse impact on the Company and its ability to 
process customer transactions or provide customer services.

     The Company has implemented a process for identifying, prioritizing and 
modifying or replacing systems that may be affected by the Year 2000 issue.  
The Company is also monitoring the adequacy of the processes and progress of 
third party vendors of systems that may be affected by the Year 2000 issue.  
While the Company believes its process is designed to be successful, because 
of the complexity of the Year 2000 issue, it is possible that the Company's 
efforts or those of third party vendors will not be satisfactorily completed 
in a timely fashion.  In addition, the Company interacts with a number of 
other entities, including government entities.  The failure of these entities 
to address the Year 2000 issue could adversely affect the Company.

     The Company currently estimates that its Year 2000 project, including 
costs incurred to date and through the year 2000, may cost approximately $45 
million.  These costs include estimates for employee compensation on the 
project team, consultants, hardware and software lease expense and 
depreciation of equipment purchased as part of the project.  Year 2000 costs 
are expensed as incurred.  Approximately $2.8 million has been expensed the 
during first quarter of 1998 and $11.6 million for the project in total 
through the first quarter of 1998.

     As the Company progresses in addressing the Year 2000 issue, estimates of 
costs could change, including as a result of the failure of third party 
vendors to address the Year 2000 issue in a timely fashion.  However, the 
Company's estimated Year 2000 expenses are not expected to result in a dollar 
for dollar increase in the Company's overall information systems expenditures  
because the Company is likely to initiate fewer other major systems projects 
during the pendency of the Year 2000 project.



<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, 1998  ITEM 5.  OTHER EVENTS.

                             On January 15, 1998, H. F. Ahmanson & Company
                             (the "Registrant") issued a press release
                             reporting its results of operations during the
                             quarter and year ended December 31, 1997.

                             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, 1997.

           January 27, 1998  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

                             (c)  Exhibits.

                             99.1  Investor presentation materials to be
                             used at one or more presentations for analysts
                             and investors commencing on January 27, 1998.

           February 13, 1998 ITEM 5.  OTHER EVENTS.

                             On February 13, 1998, the Registrant issued a
                             press release announcing that its acquisition
                             of Coast Savings Financial, Inc., parent
                             company of Coast Federal Bank, was completed.

                             ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

                             (c)  Exhibits.

                             99.1  Press release dated February 13, 1998.


<PAGE>
           February 20, 1998 ITEM 5.  OTHER EVENTS.

                             On February 20, 1998, the Registrant executed
                             a Purchase Agreement with Merrill Lynch, Pierce,
                             Fenner & Smith Incorporated 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 February 20, 1998,
                             relating to Medium-Term Notes, Series A, by and
                             between the Registrant and Merrill Lynch, Pierce,
                             Fenner & Smith Incorporated.

           March 18, 1998    ITEM 5.  OTHER EVENTS.

                             On March 16, 1998 the Registrant and Washington
                             Mutual, Inc. ("Washington Mutual") entered into
                             an agreement and Plan of Merger (the "Merger 
                             Agreement"), pursuant to which the Registrant
                             will merge with and into Washington Mutual (the
                             "Merger").

                             On March 17, 1998, the Registrant issued a press
                             release announcing that its Board of Directors
                             had terminated its remaining stock repurchase
                             program.

                             ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

                             (c)  Exhibits.

                             2  Agreement and Plan of Merger, dated as of
                             March 16, 1998, by and between the Registrant
                             and Washington Mutual.

                             4.1  Rights Agreement, dated as of November 7,
                             1997 between the Registrant and First Chicago
                             Trust Company of New York, as rights agent.

                             4.2  Amendment to Rights Agreement, dated as
                             of March 16, 1998, to Rights Agreement, dated
                             as of November 7, 1997 between the Registrant
                             and First Chicago Trust Company of New York,
                             as rights agent.

                             10  Stock Option Agreement, dated as of March 16,
                             1998 by and between the Registrant and
                             Washington Mutual.

                             20.1  Joint press release, dated March 17, 1998

                             20.2  The Registrant's press release, dated
                             March 17, 1998.





*  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 14, 1998                  H. F. Ahmanson & Company



                                         /s/  Kevin M. Twomey
                                     -------------------------------
                                     Kevin M. Twomey
                                     Vice Chairman of the Board of
                                     Directors and Chief Financial
                                     Officer
                                     (Authorized Signer)



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








<PAGE>
                                EXHIBIT INDEX


     Exhibit                                                     Sequentially
     Number                      Description                     Numbered Page
     -------                     -----------                     -------------

       11        Statement of Computation of Income per Share.         39

       27        Financial Data Schedule.                               *



















































*  Filed electronically with the Securities and Exchange Commission.