SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                  AMENDMENT 1

For Quarter Ended September 30, 1997             Commission File Number 1-4629


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

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

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

     The  number of  shares  outstanding  of the  registrant's  common  stock on
October 31, 1997, was 56,803,844 shares.




SIGNATURES

     Pursuant to the  requirements  of the  Securities and 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:  November 13, 1997          /s/ J. L. Helvey
                                  ---------------------------------------------
                                   J. L. Helvey
                                   Executive Vice President
                                  (duly authorized and principal financial
                                   officer)