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                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

                      FORM 10-Q/A AMENDMENT NUMBER 1

  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934

             For the quarterly period ended September 30, 1994

                                    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 1-4629


                     GOLDEN WEST FINANCIAL CORPORATION                     


          Delaware                                 95-2080059              
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)


1901 Harrison Street, Oakland, California                           94612  
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:          (510) 446-3420


     Indicate by check mark whether the Registrant (1) has filed all 
reports required to be filed by Section 13 or 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        


     As of October 1, 1994, there were 60,478,055 shares of common stock 
outstanding.

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     Item 6 of the quarterly report filed pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 for the quarterly period ended
September 30, 1994, is hereby amended in full as follows:

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          11 - Statement of Computation of Earnings Per Share

          27 - Financial Data Schedule

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                                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.



                                        GOLDEN WEST FINANCIAL CORPORATION




Dated:  December 30, 1994.              /s/ J. L. Helvey           
                                        Group Senior Vice President (duly
                                        authorized and principal
                                        financial officer)