As filed with the Securities and Exchange Commission on May 30, 1997

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                       -----------------------------

                              Amendment No. 8
                                     To
                               Schedule 14D-9
                   Solicitation/Recommendation Statement
                    Pursuant to Section 14(d)(4) of the
                      Securities Exchange Act of 1934

                       -----------------------------

                               GREAT WESTERN
                           FINANCIAL CORPORATION
                         (Name of Subject Company)

                               GREAT WESTERN
                           FINANCIAL CORPORATION
                     (Name of Person Filing Statement)

                  Common Stock, Par Value $1.00 Per Share
        (Including the accompanying Preferred Stock Purchase Rights)
                       (Title of Class of Securities)

                                 391442100
                   (CUSIP Number of Class of Securities)

                       -----------------------------

                           J. Lance Erikson, Esq.
          Executive Vice President, Secretary and General Counsel
                    Great Western Financial Corporation
                            9200 Oakdale Avenue
                        Chatsworth, California 91311
                               (818) 775-3411
               (Name, Address and Telephone Number of Person
              Authorized to Receive Notices and Communications
                 on Behalf of the Person Filing Statement)

                       -----------------------------

                                  Copy to:

                          Peter Allan Atkins, Esq.
                          Fred B. White III, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                              919 Third Avenue
                          New York, New York 10022
                               (212) 735-3000



        Great Western Financial Corporation ("Great Western") hereby amends
and supplements its statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission on May 20, 1997, as amended by Amendment
No. 1 through Amendment No. 7 thereto.

Item 9. Material to be Filed as Exhibits.

        The following Exhibits are filed herewith:

Exhibit 43:    Great Western Employee Merger Bulletin.

Exhibit 44:    Letter to Mr. Peter R. Gleason of Institutional Shareholder
               Services, dated May 30, 1997 (including newspaper
               advertisement previously filed with the Securities and
               Exchange Commission).

Exhibit 45:    Revised and Updated Institutional Shareholder Services
               Talking Points Outline, dated May 30, 1997.

Exhibit 46:    Revised and Updated Presentation Materials Great Western
               presented to Institutional Shareholder Services.



                                 SIGNATURE

        After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.


                                    GREAT WESTERN FINANCIAL CORPORATION


                                    By:   /s/ J. Lance Erikson
                                          J. Lance Erikson
                                          Executive Vice President, Secretary
                                          and General Counsel


Dated:  May 30, 1997