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GLENDALE FEDERAL BANK AMENDS EXCHANGE OFFER

 GLENDALE, Calif., Feb. 23 /PRNewswire/ -- Glendale Federal Bank, the primary subsidiary of GLENFED Inc. (NYSE: GLN), today announced that it has amended its Jan. 27, 1993, exchange offer for its publicly traded 14 7/8 percent subordinated capital notes due 1997. The amended exchange offer will expire at 12 midnight on Monday, March 8, 1993.
 The bank originally had offered to exchange for the notes a new series of preferred stock and warrants for the bank's common stock and had proposed specific indenture amendments.
 The bank has amended the exchange offer (i) to offer warrants to the noteholders representing (a) 2.5 percent of the bank's outstanding common stock if between 85 percent and 90 percent of the aggregate principal amount of the notes are validly tendered and accepted in the exchange offer and (b) up to 5.0 percent of the bank's outstanding common stock if more than 90 percent, and up to 100 percent, of the aggregate principal amount of the notes are validly tendered and accepted in the exchange offer, and (ii) to solicit consents for four additional indenture amendments described in the supplement to the bank's offering circular dated Feb. 23, 1993.
 The four additional amendments limit the bank's ability to redeem the notes until 1995-1996, increase the percentage of noteholders required to cause a covenant default to become an event of default or to accelerate the maturity of notes upon the occurrence of an event of default from 25 percent to 75 percent and eliminate the restriction on the bank's ability to incur additional debt ranking on parity with the notes.
 The bank further announced that the steering committee of holders of the notes and holders of more than 80 percent of the notes have expressed their approval of the amendments and indicated that they intend to tender their notes into the exchange offer. Stephen J. Trafton, chief executive officer of Glendale Federal, stated, "This decision by the noteholders overwhelmingly to support the bank's restructuring is a constructive and critical step. Time is of the essence to complete this restructuring."
 Consummation of the exchange offer and the exchange of the bank's outstanding privately held capital notes for new preferred stock under an exchange agreement remain subject to the requirement that at least 90 percent in aggregate principal amount of the notes must be tendered and accepted in the exchange offer. The amendments to the exchange offer have been agreed to by the holders of the privately held debt.
 Furthermore, the bank has agreed that it will not repurchase any of the notes which remain outstanding following consummation of the exchange offer for two years following the date of such consummation. The bank agreed that it will not issue additional shares of series B preferred stock except (i) to the financial advisors of the noteholders and the private noteholders in connection with the closing of the exchange offer and the transactions contemplated by the exchange agreement, (ii) to holders of series C preferred stock in exchange therefore pursuant to the terms of the exchange agreement and (iii) as dividend payments on the series B preferred stock.
 If there are any questions, contact Judy Cunningham between 9 a.m. and 5 p.m., Los Angeles time, weekdays at 818-500-2274 (call collect).
 Glendale Federal Bank is the nation's fifth largest savings bank. It provides community banking services through 215 banking offices in California, Florida and Washington State.
 -0- 2/23/93
 /CONTACT: Judy Cunningham, 818-500-2274, or Rosanne O'Brien, 818-500-2824, both of Glendale Federal Bank/
 (GLN)


CO: Glendale Federal Bank; GLENFED Inc. ST: California IN: FIN SU: OFR

BP-LS -- LA026 -- 9507 02/23/93 14:30 EST
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Date:Feb 23, 1993
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