EXHIBIT 10.1

                               AMENDMENT NO. 2
                                    TO THE
                     GREAT WESTERN FINANCIAL CORPORATION
                          DEFERRED COMPENSATION PLAN
                               1992 RESTATEMENT


      WHEREAS, Great Western Financial Corporation (the "Company")
maintains the Great Western Financial Corporation Deferred Compensation
Plan (the "Plan") to provide current tax planning opportunities as well as
supplemental funds for retirement or death for selected officers of the
Company and its subsidiaries;

      WHEREAS, it is desirable to amend the Plan to make certain changes
in the matching amounts under the Plan and to make other changes.

      NOW, THEREFORE, the Plan is amended as follows:

                                  ARTICLE IV
                        DEFERRED COMPENSATION ACCOUNTS

1.  Effective as of January 1, 1992, Section 4.4 is amended to read as
follows:

    "4.4 - Matching Credits.

    (a)  The Employer shall make a matching credit to the Account of each
Participant who is eligible to be allocated company contributions under
the Company's Employee Savings Incentive Plan ("Savings Plan").  The
matching credit shall be fifty percent (50%) of the Participant's combined
elective deferrals under this Plan and the Savings Plan (including after-
tax contributions to the Savings Plan) up to a total of up to a total of
three percent (3%) of the Participant's Compensation for the Plan Year,
regardless of exceeding the limits on annual additions under tax qualified
plans.  The amount of the matching credit shall be reduced by the matching
contributions credited to the Participant under the Savings Plan for the
Plan Year.

    (b)  If a discretionary contribution is made under the Savings Plan,
an additional matching credit will be made to the Participant's Account
under this Plan up to a percentage (as described in the next sentence) of
the Participant's combined elective deferrals under this Plan and the
Savings Plan (including after-tax contributions to the Savings Plan), up
to a total of three percent (3%) of the Participant's Compensation for the
Plan Year.  The percentage described in the preceding sentence shall be
the percentage of the combined elective and after-tax deferrals made by
nonhighly compensated Participants under the Savings Plan contributed by
Employer as discretionary match under the Savings Plan; however, such
percentage shall not exceed fifty percent (50%).  The amount of this
discretionary credit shall be reduced by discretionary contributions under
the Savings Plan for the Plan Year.



    (c)  The total amount credited under Sections 4.4(a) and (b) for a
Participant for a Plan Year shall not exceed the amount of the
Participant's elective deferrals to the Plan for the Plan Year.

    (d)  No credits under this Section 4.4(a) and (b) for a Plan Year will
be made for Participant unless the Participant has made the maximum
matchable contribution to the Savings Plan, or such lower contribution
permitted by the Plan, for that Plan Year.  In addition, no credit under
Section 4.4(b) for a Plan Year will be made for a Participant unless the
Participant is an Employee on the last day of the Plan Year.

    (e)  For purposes of this Section 4.4, Compensation shall exclude
bonuses and cash incentive compensation.

    (f)  Credits under this Section 4.4 shall be made to the Account at
the end of each Plan Year."

2.  A new Section 5.14 is added to read as follows:

    "Section 5.14 - Section 162(m) Limits.

     Notwithstanding anything contained herein to the contrary, the amount
of any distribution under Sections 5.6 or 5.8 in any Plan Year shall be
limited to the extent necessary that payment of such amount is deductible
under Section 162(m) of the Code.  Any amount not so distributed shall
continue to be credited with interest and shall be distributed in the
first succeeding Plan Year in which a deduction is allowed under Section
162(m)."

3.  The second sentence of Section 7.1 is amended to read as follows:

    "The Committee shall have the complete authority and full discretion
to (i) make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and (ii) decide or resolve
any and all questions including interpretations and constructions of this
Plan, as may arise in connection with the Plan."

      IN WITNESS WHEREOF, the Company has caused these presents to be
executed by its duly authorized officers this ____ day of
_________________ 1996.



GREAT WESTERN FINANCIAL CORPORATION



By ________________________________



By ________________________________