Exhibit 10.18

             GREAT WESTERN FINANCIAL CORPORATION

         NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT


          THIS AGREEMENT dated as of the ____ day of
__________, ____, between GREAT WESTERN FINANCIAL CORPORATION,
a Delaware corporation (the "Corporation"), and
__________________________ (the "Director").


                      W I T N E S S E T H

     WHEREAS, pursuant to the 1988 Stock Option and Incentive
Plan, as amended (the "Plan"), the Corporation has granted
under Section 5.2 thereof to the Director as of the ____ day
of _________________, ____ (the "Award Date") a nonqualified
stock option to purchase all or any part of 2,500 authorized
but unissued or treasury shares of Common Stock, $1.00 par
value, of the Corporation upon the terms and conditions set
forth in Article V of the Plan; and

     WHEREAS, as of the Award Date, the Director is serving
and since ____ has continuously served as a director of the
Corporation and is eligible for an automatic grant of a
nonqualified stock option under Section 5.2 of the Plan.

     NOW, THEREFORE, in consideration of the mutual promises
and covenants made herein and the mutual benefits to be
derived herefrom, the parties hereto agree as follows:

     1.  Defined Terms.  Capitalized terms used herein and not
otherwise defined herein shall have the meaning assigned to
such terms in the Plan.

     2.  Grant of Option.  This Agreement evidences the
Corporation's grant to the Director of the right and option to
purchase, on the terms and conditions set forth hereinafter
and in the Plan, all or any part of an aggregate of 2,500
shares of the Common Stock of the Corporation at the price of
$_______ per share (the "Option"), exercisable from time to
time, subject to the provisions of this Agreement, prior to
the close of business on the day before the tenth anniversary
of the Award Date (the "Expiration Date").  Such price equals
the Fair Market Value of the Corporation's Common Stock as of
the Award Date.



     3.  Exercisability of Option.  Except as provided in
Sections 6 and 8 hereof, no shares may be purchased by
exercise of the Option until the expiration of one year after
the Award Date.  The Option shall become exercisable in
installments as to 50% of the aggregate number of shares set
forth in Section 2 hereof (subject to adjustment) on and after
the first anniversary of the Award Date and as to an
additional 50% of the aggregate number of such shares (subject
to adjustment) on the second anniversary of the Award Date. 
To the extent the Director does not in any year purchase all
or any part of the shares to which the Director is entitled,
the Director has the right cumulatively thereafter to purchase
any shares not so purchased and such right shall continue
until the Option terminates or expires.  No fewer than 25
shares may be purchased at any one time, unless the number
purchased is the total number at the time available for
purchase under the Option.

     4.  Method of Exercise of Option.  The Option shall be
exercisable by the delivery to the Corporation of a written
notice stating the number of shares to be purchased pursuant
to the Option and accompanied by payment (i) in cash or by
check payable to the order of the Corporation for the full
purchase price of the shares to be purchased, (ii) by the
exchange of shares of Common Stock of the Corporation then
owned by the Director having a Fair Market Value equal to such
purchase price, or (iii) by the payment and exchange of part
cash and part stock with the sum of the cash and Fair Market
Value of the stock equal to such purchase price.  In addition,
the Director (or the Director's Beneficiary or Personal
representative) shall furnish any written statements required
pursuant to Section 10 hereof.

     5.  Continuance of Status.  Nothing contained in this
Agreement or in the Plan shall confer upon the Director any
right with respect to the continuation of his or her status as
a director of the Corporation or any Subsidiary or interfere
in any way with any right to terminate such service or to
increase or decrease the compensation of the Director for such
service from the rate in existence at any time.

     6.  Effect of Termination of Employment or Death.  The
Option and all other rights hereunder, to the extent not
exercised, shall terminate and become null and void at such
time as the Director ceases to serve as a director of the
Corporation, except that



     (a)  If the Director's services as a director terminate
by reason of death, Disability or Normal Board Retirement, the
Option shall immediately become and shall remain exercisable
in full for two years after the date of such termination; and

     (b)  If the Director's services as a director terminate
for any other reason, any portion of the Option which is not
exercisable at the date of such termination shall terminate
and any portion of the Option which is then exercisable may be
exercised for three months after such termination date;

provided, however, that in no event may the Option be
exercised by anyone under this Section or otherwise after the
Expiration Date.

     7.  Non-Transferability of Option.  During the Director's
lifetime, the Option and any other rights hereunder may be
exercised only by the Director, except as otherwise expressly
provided in the Plan.

     8.  Adjustments and Other Rights.  The Option and all
rights of the Director hereunder are subject to adjustment,
modification and termination in certain circumstances and upon
occurrence of certain events, as set forth in the provisions
of the Plan applicable to Options granted under Section 5.2
thereof.  In the event the Director fails to exercise the
Option as provided in Section 5.8 of the Plan prior to the
consummation of any reorganization, merger or consolidation of
the Corporation as a result of which the Corporation is not
the surviving entity, the Director shall, upon exercise of the
Option in accordance with the provisions of Section 3 hereof
and the payment of the purchase price set forth in Section 2
hereof, be entitled to receive for each share of Common Stock
covered by the Option the amount of cash, securities or other
property, as the case may be, received by the stockholders of
the Corporation in exchange for one share of Common Stock upon
the occurrence of such event.

     9.  Limitation of Director's Rights.  Neither the Director
nor any other person entitled to exercise the Option shall
have any of the rights or privileges of a stockholder of the
Corporation in respect of any shares deliverable upon exercise
of the Option unless and until a certificate representing such
shares shall have been issued in the name of the Director or
such person.



     10.  Representations of the Director.  The Director
agrees that the Corporation shall not be required to deliver
shares upon the exercise of the Option if prevented or
prohibited from doing so under applicable law.  If the shares
are not registered with the Securities and Exchange Commission
at the time of such exercise, the Director shall be required
to deliver an investment letter in form acceptable to the
Corporation and all certificates representing shares issued
shall bear appropriate legends reflecting restrictions on
transfer under applicable laws.  The Director agrees by
acceptance of the Option and, in such letter, the Director
shall represent that he will acquire the shares issuable upon
such exercise for his own account, for the purpose of
investment, and not with a view to or for sale in connection
with any distribution, and that he will not offer, sell or
otherwise transfer or dispose of such shares or any interest
therein except in compliance with all securities laws
applicable to such action.  The Corporation may impose stop
transfer instructions to implement such limitations, if
applicable.  Any person or persons entitled to exercise the
Option under the provisions of Section 7 hereof shall be bound
by and obligated under the provisions of this Section 10 to
the same extent as is the Director.

     11.  Tax Withholding.  The Corporation shall be entitled
to deduct from other cash compensation payable to the
Director, or may require the Director or other person
exercising the Option to advance in cash, any sums which may
hereafter be required by federal, state or local tax law to be
withheld with respect to the exercise of the Option.

     12.  Notices.  Any notice to be given under the terms of
this Agreement shall be in writing and addressed to the
Corporation at its principal office in Chatsworth, California,
to the attention of the Corporate Secretary and to the
Director at the address given beneath the Director's signature
hereto, or at such other address as either party may hereafter
designate in writing to the other.

     13.  Laws Applicable to Construction.  The Option has
been granted, executed and delivered at Beverly Hills,
California, and the interpretation, performance and
enforcement of this Agreement shall be governed by the laws of
the State of California, except as otherwise provided in
Section 6.8 of the Plan.

     14.  Plan.  The Option is subject to, and the Corporation
and the Director agree to be bound by, all of the terms and
conditions of the Plan.  The Director acknowledges receipt of
a copy of the Plan, which is made a part hereof by this
reference.


     IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed on its behalf by a duly authorized
officer and the Director has hereunto set his hand.



GREAT WESTERN FINANCIAL
CORPORATION (a Delaware
corporation)



By __________________________
   Title ____________________


_________________________



_________________________
       (Signature)


_________________________
       (Print Name)


_________________________
        (Address)


_________________________
 (City, State, Zip Code)


Executed: