SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

For the Quarter Ended September 30, 2000           Commission File Number 1-4629


                        GOLDEN WEST FINANCIAL CORPORATION
--------------------------------------------------------------------------------


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

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

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


     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, 2000, was 158,226,883 shares.


<PAGE>


PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

           The  consolidated  financial  statements  of  Golden  West  Financial
Corporation  and  subsidiaries  (Golden  West or Company) for the three and nine
months ended  September 30, 2000 and 1999 are  unaudited.  In the opinion of the
Company, all adjustments (consisting only of normal recurring accruals) that are
necessary  for a fair  statement  of the  results  for such three and nine month
periods have been included.  The operating results for the three and nine months
ended September 30, 2000, are not necessarily  indicative of the results for the
full year.


                        Golden West Financial Corporation
                  Consolidated Statement of Financial Condition
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                   September 30  September 30   December 31
                                                                       2000          1999           1999
                                                                 ---------------  ------------  -----------
                                                                          (Unaudited)
                                                                 -----------------------------
<S>                                                                 <C>           <C>           <C>
Assets:
  Cash                                                              $   213,884   $   237,614   $   333,793
  Securities available for sale at fair value                           310,916       346,255       319,444
  Other investments at cost                                             138,096       678,332       467,156
  Purchased mortgage-backed securities available for sale                68,464        84,540        79,009
  Purchased mortgage-backed securities held to maturity                 397,897       449,477       434,711
  Mortgage-backed securities with recourse held to maturity          14,109,347    10,721,012    11,147,901
  Loans receivable                                                   34,906,911    25,856,148    27,919,817
  Interest earned but uncollected                                       245,175       165,882       175,351
  Investment in capital stock of Federal Home Loan Banks--at cost
      which approximates fair value                                     937,752       533,623       541,013
  Real estate held for sale or investment                                13,080        17,232        13,711
  Other assets                                                          721,832       601,352       431,806
  Premises and equipment--at cost less accumulated depreciation         302,027       274,010       278,493
                                                                    -----------   -----------   -----------
                                                                    $52,365,381   $39,965,477   $42,142,205
                                                                    ===========   ===========   ===========

Liabilities and Stockholders' Equity:
  Deposits                                                          $28,249,069   $26,549,828   $27,714,910
  Advances from Federal Home Loan Banks                              18,230,468     8,109,333     8,915,218
  Securities sold under agreements to repurchase                        858,676       772,940     1,045,176
  Federal funds purchased                                                50,000           -0-           -0-
  Accounts payable and accrued expenses                                 398,699       312,484       183,571
  Taxes on income                                                       375,874       286,193       275,526
  Subordinated notes--net of discount                                   713,589       812,694       812,950
  Stockholders' equity                                                3,489,006     3,122,005     3,194,854
                                                                    -----------   -----------   -----------
                                                                    $52,365,381   $39,965,477   $42,142,205
                                                                    ===========   ===========   ===========
</TABLE>

<PAGE>


                        Golden West Financial Corporation
                     Consolidated Statement of Net Earnings
                                   (Unaudited)
                 (Dollars in thousands except per share figures)
<TABLE>
<CAPTION>

                                                         Three Months Ended            Nine Months Ended
                                                            September 30                 September 30
                                                     -------------------------    -------------------------
                                                        2000           1999           2000           1999
                                                     -----------   -----------    -----------     ---------
<S>                                                  <C>           <C>            <C>           <C>
Interest Income:
    Interest on loans                                $   653,432   $   445,576    $ 1,786,134   $ 1,367,178
    Interest on mortgage-backed securities               283,360       204,444        726,659       562,558
    Interest and dividends on investments                 77,642        52,233        186,587       152,776
                                                     -----------   -----------    -----------   -----------
                                                       1,014,434       702,253      2,699,380     2,082,512
Interest Expense:
    Interest on deposits                                 385,442       309,640      1,083,765       923,274
    Interest on advances                                 283,681        93,533        635,096       262,713
    Interest on repurchase agreements                     23,827        13,742         62,460        46,032
    Interest on other borrowings                          33,572        33,374         79,989        99,322
                                                     -----------   -----------    -----------   -----------
                                                         726,522       450,289      1,861,310     1,331,341
                                                     -----------   -----------    -----------   -----------
        Net Interest Income                              287,912       251,964        838,070       751,171
Provision for (recovery of) loan losses                    1,106        (1,253)         5,917        (1,406)
                                                     -----------   -----------    -----------   -----------
        Net Interest Income after Provision
            for (Recovery of) Loan Losses                286,806       253,217        832,153       752,577
Noninterest Income:
    Fees                                                  19,896        16,180         54,583        49,101
    Gain on the sale of securities, MBS, and loans         2,765         3,001          6,036        21,313
    Other                                                 18,715        12,257         54,173        38,871
                                                     -----------   -----------    -----------   -----------
                                                          41,376        31,438        114,792       109,285
Noninterest Expense:
    General and administrative:
        Personnel                                         62,313        54,766        177,718       158,982
        Occupancy                                         18,426        16,861         53,033        49,565
        Deposit insurance                                  1,444         1,310          4,298         4,048
        Advertising                                          979         3,378          4,641         8,586
        Other                                             23,974        19,732         69,793        63,938
                                                     -----------   -----------    -----------   -----------
                                                         107,136        96,047        309,483       285,119

Earnings before Taxes on Income                          221,046       188,608        637,462       576,743
    Taxes on Income                                       83,643        70,537        240,863       215,917
                                                     -----------   -----------    -----------   -----------
Net Earnings                                         $   137,403   $   118,071    $   396,599   $   360,826
                                                     ===========   ===========    ===========   ===========

Basic Earnings Per Share                             $       .87   $       .72    $      2.50   $      2.16
                                                     ===========   ===========    ===========   ===========

Diluted Earnings Per Share                           $       .86   $       .71    $      2.48   $      2.14
                                                     ===========   ===========    ===========   ===========
</TABLE>



<PAGE>


                        Golden West Financial Corporation
                      Consolidated Statement of Cash Flows
                                   (Unaudited)
                             (Dollars in thousands)
<TABLE>
<CAPTION>


                                                                         Three Months Ended             Nine Months Ended
                                                                            September 30                   September 30
                                                                   ----------------------------   -----------------------------
                                                                        2000           1999              2000            1999
                                                                   -------------   ------------    ------------   -------------
<S>                                                                <C>             <C>             <C>             <C>
Cash Flows from Operating Activities:
  Net earnings                                                     $    137,403    $    118,071    $    396,599    $    360,826
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Provision for (recovery of) loan losses                               1,106          (1,253)          5,917          (1,406)
    Amortization of net loan (fees), costs, and (discounts)               1,952          (1,962)          4,896         (12,481)
    Depreciation and amortization                                         7,547           6,926          21,914          20,892
    Loans originated for sale                                           (54,698)       (113,497)       (169,153)       (717,442)
    Sales of loans                                                       89,923         168,310         225,219       1,129,073
    Decrease (increase) in interest earned but uncollected              (23,547)          9,924         (63,817)         43,446
    Federal Home Loan Bank stock dividends                              (16,036)         (8,038)        (41,295)        (28,993)
    Decrease (increase) in other assets                                 203,716         (10,318)       (291,143)       (245,678)
    Increase (decrease) in accounts payable and accrued expenses         24,409        (269,785)        213,018        (167,651)
    Increase (decrease) in taxes on income                               13,753         (33,547)         85,928          (9,120)
    Other, net                                                           (4,443)         (4,145)        (11,506)         (6,724)
                                                                   ------------    ------------    ------------    ------------
      Net cash provided by (used in) operating activities               381,085        (139,314)        376,577         364,742

Cash Flows from Investing Activities:
  New loan activity:
    New real estate loans originated for portfolio                   (5,423,515)     (3,482,228)    (14,751,075)     (7,826,284)
    Real estate loans purchased                                             -0-            (205)           (195)         (1,140)
    Other, net                                                          (87,983)        (21,560)       (198,337)        (58,694)
                                                                   ------------    ------------    ------------    ------------
                                                                     (5,511,498)     (3,503,993)    (14,949,607)     (7,886,118)
  Real estate loan principal payments:
    Monthly payments                                                    142,645         145,593         419,894         440,805
    Payoffs, net of foreclosures                                      1,002,439       1,002,369       2,849,304       3,430,193
                                                                   ------------    ------------    ------------    ------------
                                                                      1,145,084       1,147,962       3,269,198       3,870,998

  Repayments of mortgage-backed securities                              659,231         663,936       1,692,174       2,209,804
  Proceeds from sales of real estate                                      9,361          25,438          34,029          93,241
  Purchases of securities available for sale                                (29)     (2,740,856)     (3,087,521)     (4,205,922)
  Sales of securities available for sale                                    -0-             -0-             -0-              19
  Matured securities available for sale                                      18       2,746,870       3,139,064       4,172,283
  Decrease (increase) in other investments                              164,156        (361,452)        329,060        (255,947)
  Purchases of Federal Home Loan Bank stock                            (141,326)            -0-        (398,139)            -0-
  Redemption of Federal Home Loan Bank stock                                -0-           8,858          36,688         275,673
  Additions to premises and equipment                                   (11,407)         (8,707)        (47,424)        (26,151)
                                                                   ------------    ------------    ------------    ------------
    Net cash used in investing activities                            (3,686,410)     (2,021,944)     (9,982,478)     (1,752,120)

</TABLE>


<PAGE>


                        Golden West Financial Corporation
                Consolidated Statement of Cash Flows (Continued)
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                             Three Months Ended               Nine Months Ended
                                                                September 30                     September 30
                                                         ------------    ------------    ----------------------------
                                                           2000              1999            2000            1999
                                                         ------------    ------------    ------------    ------------
<S>                                                      <C>             <C>             <C>             <C>
Cash Flows from Financing Activities:
  Net increase in deposits                               $    522,287    $    214,122    $    534,159    $    330,733
  Additions to Federal Home Loan Bank advances              3,022,180       2,005,500      10,654,250       3,518,580
  Repayments of Federal Home Loan Bank advances               (23,234)         (7,565)     (1,339,001)     (1,572,717)
  Proceeds from agreements to repurchase securities         1,801,836       1,548,894       4,908,910       5,549,145
  Repayments of agreements to repurchase securities        (2,103,696)     (1,460,892)     (5,095,410)     (6,028,674)
  Increase in federal funds purchased                          50,000             -0-          50,000             -0-
  Repayment of subordinated debt                                  -0-             -0-        (100,000)       (100,000)
  Dividends on common stock                                    (8,297)         (7,663)        (24,991)        (23,417)
  Exercise of stock options                                     3,691           4,075           7,372           8,629
  Purchase and retirement of Company stock                        -0-        (138,510)       (109,297)       (308,162)
                                                         ------------    ------------    ------------    ------------
    Net cash provided by  financing activities              3,264,767       2,157,961       9,485,992       1,374,117
                                                         ------------    ------------    ------------    ------------
Net Decrease in Cash                                          (40,558)         (3,297)       (119,909)        (13,261)
Cash at beginning of period                                   254,442         240,911         333,793         250,875
                                                         ------------    ------------    ------------    ------------
Cash at end of period                                    $    213,884    $    237,614    $    213,884    $    237,614
                                                         ============    ============    ============    ============

Supplemental cash flow information:
  Cash paid for:
    Interest                                             $    694,079    $    439,930    $  1,769,053    $  1,318,456
    Income taxes                                               69,890         104,090         155,055         225,194
  Cash received for interest and dividends                    987,610         712,177       2,629,556       2,125,958
  Noncash investing activities:
    Loans converted from adjustable rate to fixed-rate          4,075          32,424          20,522         503,750
    Loans transferred to foreclosed real estate                 8,055          16,180          29,167          54,748
    Loans securitized into MBS
      with recourse held to maturity                        1,133,656             -0-       4,695,770       3,700,579
    Loans repurchased from loans securitized into MBS
      with recourse held to maturity                           42,919          83,067         116,360         243,091

</TABLE>


<PAGE>


                        Golden West Financial Corporation
                 Consolidated Statement of Stockholders' Equity
                                   (Unaudited)
                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                 For the Nine Months Ended September 30, 2000
                                  --------------------------------------------------------------------------------------------------
                                                                                  Accumulated
                                                 Additional                          Other             Total
                                    Common         Paid-in        Retained       Comprehensive     Stockholders'      Comprehensive
                                     Stock         Capital        Earnings          Income             Equity            Income
                                  ------------   ------------   -------------   ----------------   ---------------   ---------------

<S>                                  <C>           <C>            <C>               <C>               <C>
Balance at January 1, 2000           $ 16,136      $ 135,555      $2,885,346        $   157,817       $ 3,194,854
Comprehensive income:
  Net earnings                            -0-            -0-         396,599                -0-           396,599        $  396,599
  Change in unrealized gains on
    securities available for sale,
    net of tax                            -0-            -0-             -0-             24,472            24,472            24,472
Reclassification adjustment
   for gains included in income           -0-            -0-             -0-                 (3)               (3)               (3)
                                                                                                                     ---------------
    Comprehensive Income                                                                                                 $   421,068
                                                                                                                     ===============
Common stock issued upon
  exercise of stock options,
  including tax benefits                   44          7,328             -0-                -0-             7,372
Purchase and retirement of
  Company stock                          (367)           -0-        (108,930)               -0-          (109,297)
Cash dividends on common
  stock ($.1575 per share)                -0-            -0-         (24,991)               -0-           (24,991)
                                  ------------   ------------   -------------   ----------------   ---------------
Balance at September 30, 2000        $ 15,813      $ 142,883      $3,148,024        $   182,286       $ 3,489,006
                                  ============   ============   =============   ================   ===============
</TABLE>
<TABLE>
<CAPTION>

                                                             For the Nine Months Ended September 30, 1999
                                  --------------------------------------------------------------------------------------------------
                                                                                  Accumulated
                                                 Additional                          Other             Total
                                    Common         Paid-in        Retained       Comprehensive     Stockholders'      Comprehensive
                                     Stock         Capital        Earnings          Income             Equity            Income
                                  ------------   ------------   -------------   ----------------   ---------------   ---------------

<S>                                   <C>          <C>            <C>               <C>               <C>
Balance at January 1, 1999            $ 5,686      $ 122,159      $2,781,925        $   214,548       $ 3,124,318
Comprehensive income:
  Net earnings                            -0-            -0-         360,826                -0-           360,826       $   360,826
  Change in unrealized gains on
    securities available for sale,
    net of tax                            -0-            -0-             -0-            (39,439)          (39,439)          (39,439)
  Reclassification adjustment
    for gains included in income          -0-            -0-             -0-               (750)             (750)             (750)
                                                                                                                     ---------------
    Comprehensive Income                                                                                                $   320,637
                                                                                                                     ===============
Common stock issued upon
  exercise of stock options,
  including tax benefits                   35          8,594             -0-                -0-             8,629
Purchase and retirement of
  Company stock                          (322)           -0-        (307,840)               -0-          (308,162)
Cash dividends on common
  stock ($.1401 per share)                -0-            -0-         (23,417)               -0-           (23,417)
                                  ------------   ------------   -------------   ----------------   ---------------
Balance at September 30, 1999         $ 5,399      $ 130,753      $2,811,494        $   174,359       $ 3,122,005
                                  ============   ============   =============   ================   ===============
</TABLE>


<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The discussion and analysis  included herein covers those material  changes
in liquidity and capital  resources  that have occurred since December 31, 1999,
as well as certain  material  changes in results of operations  during the three
and nine month periods ended September 30, 2000 and 1999, respectively.

     The following narrative is written with the presumption that the users have
read or have  access to the  Company's  1999 Annual  Report on Form 10-K,  which
contains the latest audited  financial  statements  and notes thereto,  together
with Management's  Discussion and Analysis of Financial Condition and Results of
Operations as of December 31, 1999, and for the year then ended. Therefore, only
material changes in financial  condition and results of operations are discussed
herein.

     This report  contains  certain  forward-looking  statements,  which are not
historical  facts and pertain to future operating  results of the Company.  Such
statements  are  forward-looking  statements  within the  meaning of the Private
Securities  Litigation Reform Act of 1995. These forward looking  statements are
inherently   subject  to  significant   business,   economic,   and  competitive
uncertainties and contingencies, many of which are beyond the Company's control.
In addition,  these  forward-looking  statements  are subject to change.  Actual
results   may  differ   materially   from  the   results   discussed   in  these
forward-looking  statements for the reasons,  among others,  discussed under the
heading "Asset/Liability Management" in the Management's Discussion and Analysis
of Financial  Condition and Results of  Operations in the Company's  1999 Annual
Report on Form 10-K.

           NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments  and Hedging  Activities"  (SFAS 133).  This  Statement  establishes
accounting and reporting  standards for derivative  instruments  and for hedging
activities.  It requires that an entity recognize all derivative  instruments as
either assets or liabilities in the statement of financial  position and measure
those  instruments  at fair value.  In June 1999,  the FASB issued  Statement of
Financial Accounting  Standards No. 137, "Accounting for Derivative  Instruments
and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133"
(SFAS 137) which  delayed  the  effective  date of SFAS 133 until  fiscal  years
beginning  after June 15, 2000. The Company has not yet adopted SFAS 133, but if
SFAS 133 had been  adopted  at  September  30,  2000,  given the  interest  rate
environment  at that  time,  it would not have had a  significant  effect on the
Company's financial statements or financial position.

     In  September,  2000,  the FASB issued  Statement of  Financial  Accounting
Standards No. 140,  "Accounting for Transfers and Servicing of Financial  Assets
and   Extinguishments  of  Liabilities"  (SFAS  140).  This  statement  replaces
Statement of Financial  Accounting  Standards No. 125  "Accounting for Transfers
and Servicing of Financial  Assets and  Extinguishments  of  Liabilities"  (SFAS
125).  SFAS 140 revises the standards for  accounting  for  securitizations  and
other  transfers  of  financial  assets  and  collateral  and  requires  certain
disclosures,  but  it  carries  over  most  of  SFAS  125's  provisions  without
reconsideration.  This  statement is effective  for  transfers  and servicing of
financial  assets and  extinguishments  of liabilities  occuring after March 31,
2001. The Company has not yet completed a full  assessment of the impact of this
statement on its financial statements.
<PAGE>

<TABLE>
<CAPTION>

                        Golden West Financial Corporation
                              Financial Highlights
                                   (Unaudited)
                 (Dollars in thousands except per share figures)

                                                            September 30        September 30         December 31
                                                                2000                1999                1999
                                                           --------------     ---------------     ----------------
<S>                                                         <C>                  <C>                 <C>
  Assets                                                    $ 52,365,381        $ 39,965,477         $ 42,142,205
  Loans receivable including mortgage-backed securities       49,482,619          37,111,177           39,581,438
  Deposits                                                    28,249,069          26,549,828           27,714,910
  Stockholders' equity                                         3,489,006           3,122,005            3,194,854

  Stockholders' equity/total assets                                6.66%               7.81%                7.58%
  Book value per common share                               $      22.06        $      19.28         $      19.80
  Common shares outstanding                                  158,127,033         161,971,512          161,357,833
  Diluted common shares outstanding                          160,468,011         163,414,074          162,607,506

  Yield on loan portfolio                                          7.88%               7.02%                7.16%
  Yield on mortgage-backed securities                              7.82%               7.07%                7.17%
  Yield on investments                                             8.70%               6.10%                5.88%
  Yield on earning assets                                          7.86%               7.02%                7.15%
  Cost of deposits                                                 5.28%               4.50%                4.69%
  Cost of borrowings                                               6.58%               5.53%                5.77%
  Cost of funds                                                    5.82%               4.78%                5.00%
  Yield on earning assets less cost of funds                       2.04%               2.24%                2.15%

  Ratio of nonperforming assets to total assets                     .43%                .61%                 .56%
  Ratio of troubled debt restructured to total assets               .01%                .04%                 .03%

  Loans serviced for others                                $   2,944,033        $  3,132,924         $  3,093,642

  World Savings Bank, a Federal Savings Bank:
    Total assets                                           $  48,516,389        $ 35,186,048         $ 37,835,121
    Net worth                                                  2,817,341           2,425,617            2,514,191
    Net worth/total assets                                         5.81%               6.89%                6.65%
    Regulatory capital ratios:
      Core capital                                                 5.81%               6.89%                6.64%
      Risk-based capital                                          10.62%              12.81%               11.95%
  World Savings and Loan Association:
    Total assets                                           $   4,707,154        $  5,468,506         $  5,051,847
    Net worth                                                    647,736             649,136              540,224
    Net worth/total assets                                        13.76%              11.87%               10.69%
    Regulatory capital ratios:
      Core capital                                                10.39%               9.03%                7.86%
      Risk-based capital                                          20.32%              17.64%               15.47%
  World Savings Bank, a State Savings Bank:
    Total assets                                           $   4,518,247        $  3,501,022         $  3,530,548
    Net worth                                                    238,336             198,539              202,846
    Net worth/total assets                                         5.27%               5.67%                5.75%
    Regulatory capital ratios:
      Tier 1 leverage capital                                      5.20%               5.51%                5.66%
      Total risk-based capital                                    25.23%              26.52%               26.93%

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                        Golden West Financial Corporation
                              Financial Highlights
                                   (Unaudited)
                 (Dollars in thousands except per share figures)

                                                                    Three Months Ended                Nine Months Ended
                                                                       September 30                     September 30
                                                              -------------------------------   ------------------------------
                                                                  2000             1999             2000             1999
                                                              --------------   --------------   --------------   -------------
<S>                                                            <C>              <C>             <C>              <C>
  New real estate loans originated                             $  5,478,213     $  3,595,725    $  14,920,228    $  8,543,726
  Fully indexed rate on new real estate loans                         8.34%            7.56%            8.15%           7.57%
  Current rate on new real estate loans (a)                           6.32%            5.91%            6.19%           6.02%
  New adjustable rate mortgages as a percentage of new
    real estate loans originated                                     96.37%           94.53%           96.41%          88.82%
  Increase in deposits (b)(c)                                  $    522,287     $    214,122    $     534,159    $    330,733
  Net earnings                                                      137,403          118,071          396,599         360,826
  Basic earnings per share                                              .87              .72             2.50            2.16
  Diluted earnings per share                                            .86              .71             2.48            2.14
  Cash dividends on common stock                                      .0525            .0467            .1575           .1401
  Average common shares outstanding                             158,032,942      164,094,096      158,661,510     167,146,773
  Average diluted common shares outstanding                     160,095,066      165,489,180      160,214,868     168,529,020
  Ratios:(d)
    Net earnings/average net worth (ROE)                             16.23%           15.01%           16.07%          15.25%
    Net earnings/average assets (ROA)                                 1.08%            1.21%            1.12%           1.24%
    Net interest income/average assets                                2.26%            2.58%            2.38%           2.59%
    General and administrative expense/average assets                  .84%             .98%             .88%            .98%
    Efficiency ratio (e)                                             32.54%           33.89%           32.48%          33.14%
</TABLE>

(a)  The current  rate  reflects  the actual rate being paid by the  borrower at
     time of origination.
(b)  Includes a decrease  of $600  million of  wholesale  deposits  for the nine
     months ended September 30, 2000.
(c)  Includes  the  effect  of the sale of three  branches  with a total of $119
     million in deposits  during the second  quarter of 1999 and the sale of one
     branch with $29 million in deposits during the third quarter of 1999.
(d)  Ratios are annualized by multiplying the quarterly  computation by four and
     the nine-month  computation by one and one-third.  Averages are computed by
     adding the beginning  balance and each monthend  balance during the quarter
     and nine-month period and dividing by four and ten, respectively.
(e)  The efficiency ratio is calculated by dividing  general and  administrative
     expense by net interest income plus other income.



<PAGE>


           FINANCIAL CONDITION

           The  consolidated  condensed  balance  sheet shown in the table below
  presents the Company's assets and liabilities in percentage terms at September
  30, 2000 and 1999, and December 31, 1999. The reader is referred to page 53 of
  the Company's 1999 Annual Report on Form 10-K for similar  information for the
  years 1996 through 1999 and a discussion of the changes in the  composition of
  the Company's assets and liabilities in those years.
<TABLE>
<CAPTION>

                                     TABLE 1

                      Consolidated Condensed Balance Sheet
                               In Percentage Terms

                                                                      September 30
                                                               -----------------------       December 31
                                                                 2000          1999             1999
                                                               ---------      --------     ---------------
<S>                                                                 <C>           <C>                  <C>
        Assets:
           Cash and investments                                     1.3%          3.2%                 2.7%
           Loans receivable including mortgage-backed
              securities                                           94.5          92.9                 93.9
           Other assets                                             4.2           3.9                  3.4
                                                               ---------      --------            ---------
                                                                  100.0%        100.0%               100.0%
                                                               =========      ========            =========
        Liabilities and Stockholders' Equity:
           Deposits                                                53.9%         66.4%                65.8%
           Federal Home Loan Bank advances                         34.8          20.3                 21.2
           Securities sold under agreements to repurchase           1.6           1.9                  2.5
           Federal funds purchased                                  0.1           0.0                  0.0
           Other liabilities                                        1.5           1.6                  1.0
           Subordinated debt                                        1.4           2.0                  1.9
           Stockholders' equity                                     6.7           7.8                  7.6
                                                               ---------      --------            ---------
                                                                  100.0%        100.0%               100.0%
                                                               =========      ========            =========
</TABLE>

           As the above table  shows,  the largest  asset  component is the loan
portfolio (including  mortgage-backed  securities),  which consists primarily of
long-term   mortgages.   Deposits   represent  the  majority  of  the  Company's
liabilities.  The disparity  between the  repricing  (maturity,  prepayment,  or
interest  rate change) of mortgage  loans and  investments  and the repricing of
deposits and borrowings can have a material  impact on the Company's  results of
operations.  The difference between the repricing  characteristics of assets and
liabilities is commonly referred to as "the gap."



<PAGE>


     The following gap table shows that, as of September 30, 2000, the Company's
assets  reprice  sooner  than  its  liabilities.  If all  repricing  assets  and
liabilities responded equally to changes in the interest rate environment,  then
the gap analysis  would  suggest  that the  Company's  earnings  would rise when
interest rates increase and would fall when interest  rates  decrease.  However,
the Company's earnings are also affected by the built-in reporting and repricing
lags inherent in the Eleventh District Cost of Funds Index (COFI),  which is the
benchmark  Golden  West  uses  to  determine  the  rate on the  majority  of its
adjustable rate mortgages  (ARMs).  The reporting lag occurs because of the time
it takes to gather the data needed to compute the index.  As a result,  the COFI
in effect in any month actually  reflects the Eleventh  District's cost of funds
at the level it was two months prior.  The repricing lag occurs  because COFI is
based  on a  portfolio  of  accounts,  not  all of  which  reprice  immediately.
Therefore,  COFI does not initially  fully  reflect a change in market  interest
rates.  Consequently,  when the interest rate environment changes, the COFI lags
cause assets to reprice more slowly than  liabilities,  enhancing  earnings when
rates are  falling and holding  down income when rates rise.  Additionally,  the
Company  originates loans that are tied to the Golden West Cost of Savings Index
(COSI).  The COSI in effect in any month reflects the actual Golden West Cost of
Savings at the level it was one month prior.
<TABLE>
<CAPTION>

                                     TABLE 2

            Repricing of Interest-Earning Assets and Interest-Bearing
                   Liabilities, Repricing Gaps, and Gap Ratio
                            As of September 30, 2000
                              (Dollars in millions)

                                                                         Projected Repricing(a)
                                              ------------------------------------------------------------------------------
                                                 0 - 3          4 - 12            1 - 5           Over 5
                                                Months          Months            Years           Years           Total
                                              ------------   --------------   --------------   -------------   -------------
Interest-Earning Assets:
<S>                                             <C>             <C>                 <C>           <C>             <C>
  Investments                                   $     413       $      -0-          $    11       $      25       $     449
  Mortgage-backed securities                       13,241              134              575             626          14,576
  Loans receivable:
    Rate-sensitive                                 31,230            1,992              240             -0-          33,462
    Fixed-rate                                         30               85              369             883           1,367
  Other(b)                                          1,101              -0-              -0-             -0-           1,101
  Impact of interest rate swaps                       535              126             (661)            -0-             -0-
                                              ------------   --------------   --------------   -------------   -------------
Total                                            $ 46,550        $   2,337          $   534        $  1,534       $  50,955
                                              ============   ==============   ==============   =============   =============
Interest-Bearing Liabilities:
  Deposits(c)                                    $ 13,727        $  12,238          $ 2,252        $     32       $  28,249
  FHLB advances                                    17,100              600              210             321          18,231
  Other borrowings                                  1,024              -0-              598             -0-           1,622
  Impact of interest rate swaps                       202              (99)            (103)            -0-             -0-
                                              ------------   --------------   --------------   -------------   -------------
Total                                            $ 32,053        $  12,739          $ 2,957        $    353       $  48,102
                                              ============   ==============   ==============   =============   =============


Repricing gap                                    $ 14,497        $ (10,402)         $ (2,423)      $   1,181
                                              ============   ==============   ==============   =============
Cumulative gap                                   $ 14,497        $   4,095          $  1,672       $   2,853
                                              ============   ==============   ==============   =============
Cumulative gap as a percentage of
    total assets                                    27.7%             7.8%             3.2%
                                              ============   ==============   ==============
</TABLE>

(a)  Based on scheduled maturity or scheduled  repricing;  loans and MBS reflect
     scheduled  repayments  and  projected  prepayments  of  principal  based on
     current rates of prepayment.
(b)  Includes cash in banks and Federal Home Loan Bank (FHLB) stock.
(c)  Liabilities  with no maturity  date,  such as checking,  passbook and money
     market deposit accounts, are assigned zero months.


<PAGE>


           CASH AND INVESTMENTS

           The Office of Thrift Supervision (OTS) requires insured institutions,
such as World  Savings Bank,  FSB (WFSB) and World Savings and Loan  Association
(WSL), to maintain a minimum amount of cash and certain  qualifying  investments
for liquidity purposes. At September 30, 2000 and 1999 and at December 31, 1999,
WFSB and WSL had liquidity in excess of the regulatory  requirements.  The state
of Texas also requires  insured  institutions,  such as World Savings Bank,  SSB
(WSSB),  to  maintain  a daily  minimum  amount of cash and  certain  qualifying
investments for liquidity purposes. WSSB met this requirement during the periods
under discussion.

           At September 30, 2000 and 1999 and December 31, 1999, the Company had
securities  available for sale in the amount of $311 million,  $346 million, and
$319 million,  respectively,  including unrealized gains on securities available
for sale of $299 million,  $287  million,  and $260  million,  respectively.  At
September 30, 2000 and 1999 and December 31, 1999, the Company had no securities
held for trading in its investment securities portfolio.

           Included in the Company's  investment portfolio at September 30, 2000
and 1999 and December 31, 1999 were collateralized  mortgage  obligations (CMOs)
in the amount of $36 million, $140 million, and $115 million,  respectively. The
Company  holds CMOs on which both  principal  and  interest  are  received.  The
Company does not hold any interest-only or principal-only CMOs. At September 30,
2000,  all of these CMOs  qualified  for inclusion in the  regulatory  liquidity
measurement.

           LOANS RECEIVABLE AND MORTGAGE-BACKED SECURITIES

           The Company invests  primarily in whole loans. From time to time, the
Company  securitizes  loans from its portfolio into  mortgage-backed  securities
(MBS) and Real Estate Mortgage Investment Conduit Securities  (MBS-REMICs).  MBS
and  MBS-REMICs  are  available  to be used as  collateral  for  borrowings.  At
September  30,  2000  and 1999 and  December  31,  1999,  the  balance  of loans
receivable  including  mortgage-backed   securities  was  $49.5  billion,  $37.1
billion,  and $39.6  billion,  respectively.  Included  in the $49.5  billion at
September  30, 2000 was $5.9 billion of Federal  National  Mortgage  Association
(FNMA)  mortgage-backed  securities  with the  underlying  loans subject to full
credit recourse to the Company, $8.2 billion of MBS-REMICs,  and $466 million of
purchased  MBS.  Included  in the $39.6  billion at  December  31, 1999 was $3.9
billion of FNMA MBS with the underlying loans subject to full credit recourse to
the Company,  $7.2  billion of  MBS-REMICs,  and $514 million of purchased  MBS.
Included in the $37.1  billion at September  30, 1999,  was $3.0 billion of FNMA
MBS with the  underlying  loans subject to full credit  recourse to the Company,
$7.7 billion of MBS-REMICs, and $534 million of purchased MBS.



<PAGE>


                     MORTGAGE-BACKED SECURITIES

           At September 30, 2000 and 1999 and December 31, 1999, the Company had
MBS held to maturity in the amount of $14.5 billion,  $11.2  billion,  and $11.6
billion,  respectively. The increase in MBS from September 30, 1999 to September
30,  2000 was due to the  securitization  of $1.1  billion  of  adjustable  rate
mortgages  (ARMs)  into  FNMA  MBS  during  the  fourth  quarter  of  1999,  the
securitization  of $2.7  billion  of ARMs into FNMA MBS  during  the first  nine
months of 2000, and the  securitization  of $2.0 billion of ARMs into MBS-REMICs
during the second quarter of 2000. The FNMA MBS and the MBS-REMICs are available
to be used as collateral for borrowings.  The Company has the ability and intent
to hold these MBS until maturity and,  accordingly,  these MBS are classified as
held to maturity.

           At September 30, 2000 and 1999 and December 31, 1999, the Company had
MBS  available  for sale in the  amount of $68  million,  $85  million,  and $79
million,  respectively,  including unrealized gains on MBS available for sale of
$1 million, $2 million, and $1 million,  respectively. At September 30, 2000 and
1999 and December 31, 1999, the Company had no trading MBS.

           Repayments  of MBS during the third  quarter and first nine months of
2000 were $659 million and $1.7 billion, respectively,  compared to $664 million
and $2.2 billion  during the same  periods of 1999.  MBS  repayments  were lower
during the first nine  months of 2000 as  compared  to the first nine  months of
1999 due to a decrease in the prepayment rate.

                     LOAN VOLUME

           New loan  originations  for the three and nine months ended September
30, 2000, amounted to $5.5 billion and $14.9 billion, respectively,  compared to
$3.6  billion  and $8.5  billion for the same  periods in 1999.  The record high
volume of  originations  during  2000 was due to  continued  strong  demand  for
adjustable  rate  loans,  the  Company's   primary  product.   Refinanced  loans
constituted 31% and 33% of new loan  originations  for the three and nine months
ended September 30, 2000,  compared to 35% and 41% for the three and nine months
ended September 30, 1999.

           Loans  originated  for sale  amounted to $55 million and $169 million
for the three and nine months ended September 30, 2000, compared to $113 million
and $717 million for the same periods in 1999. The reduction in loans originated
for  sale in 2000 as  compared  to 1999  was  attributable  to the  decrease  in
fixed-rate originations. During the third quarter and first nine months of 2000,
$4 million and $21 million of loans were  converted  at the  customer's  request
from adjustable rate to fixed-rate  compared to $32 million and $504 million for
the same  periods in 1999.  The  Company  continues  to sell most of its new and
converted fixed-rate loans and for the three and nine months ended September 30,
2000 the  Company  sold  $90  million  and $225  million  of  fixed-rate  loans,
respectively,  compared to $168 million and $1.1 billion for the same periods of
1999.



<PAGE>


           At  September  30,  2000,  the Company had lending  operations  in 31
states.  The  largest  source  of  mortgage  origination  is  loans  secured  by
residential  properties  in  California.  For the  three and nine  months  ended
September 30, 2000, 63% and 62% of total loan  originations  were on residential
properties in  California  compared to 62% and 64% for the same periods in 1999.
The five largest states,  other than  California,  for originations for the nine
months ended September 30, 2000 were Florida, New Jersey, Texas, Washington, and
Illinois with a combined total of 20% of total  originations.  The percentage of
the total loan portfolio  (including MBS with recourse and  MBS-REMICs)  that is
comprised of  residential  loans in  California  was 63% at  September  30, 2000
compared to 65% and 64% at September 30, 1999 and December 31, 1999.

           Golden West  originates  adjustable  rate  mortgages  tied to various
indexes,  principally  the Eleventh  District  Cost of Funds Index  (COFI),  the
Golden West Cost of Savings Index (COSI),  and the twelve-month  rolling average
of the One-Year Treasury Constant Maturity (TCM).

           The following  table shows the  distribution  of ARM  originations by
index for the third quarter and first nine months of 2000 and 1999.
<TABLE>
<CAPTION>

                                     TABLE 3

                 Adjustable Rate Mortgage Originations by Index
                             (Dollars in thousands)

                                Three Months Ended                   Nine Months Ended
                                   September 30                        September 30
                        ---------------------------------   ----------------------------------
   ARM Index                  2000              1999              2000               1999
----------------        ---------------    --------------   ----------------    --------------
<S>                         <C>               <C>                <C>               <C>
COFI                        $ 1,639,846       $   945,825        $ 4,506,629       $ 2,256,015
COSI                          3,572,980         2,382,470          9,409,556         5,190,298
TCM                              66,454            70,830            468,013           142,571
                        ---------------    --------------   ----------------    --------------
                            $ 5,279,280       $ 3,399,125        $14,384,198       $ 7,588,884
                        ===============    ==============   ================    ==============
</TABLE>


           The following table shows the  distribution by index of the Company's
outstanding  balance  of  adjustable  rate  mortgages  (including  ARM MBS  with
recourse and ARM  MBS-REMICs)  at  September  30, 2000 and 1999 and December 31,
1999.
<TABLE>
<CAPTION>

                                     TABLE 4

                   Adjustable Rate Mortgage Portfolio by Index
              (Including ARM MBS with recourse and ARM MBS-REMICs)
                             (Dollars in thousands)

                                 September 30
                     --------------------------------------        December 31
   ARM Index               2000                  1999                 1999
---------------      -----------------    -----------------    -----------------
<S>                      <C>                  <C>                  <C>
COFI                     $ 27,369,143         $ 26,451,321         $ 26,217,670
COSI                       17,552,743            6,580,191            9,182,829
TCM                         1,532,717            1,209,742            1,266,541
Other                         150,142              154,620              152,470
                     -----------------    -----------------    -----------------
                         $ 46,604,745         $ 34,395,874         $ 36,819,510
                     =================    =================    =================

</TABLE>



<PAGE>


           The  Company  generally  lends  up to 80% of the  appraised  value of
residential real property.  In some cases, a higher amount is possible through a
first  mortgage loan or a combination  of a first and a second  mortgage loan on
the same property. During the first nine months of 2000, 20% of loans originated
exceeded 80% of the  appraised  value of the secured  property,  including  $293
million of firsts and $2.7 billion of combined firsts and seconds.

           The Company  takes steps to minimize the  potential  credit risk with
respect to loans with a loan to value (LTV) over 80%.  Among other  things,  the
loan  amount  may not  exceed  95% of the  appraised  value  of a  single-family
residence.  Also,  some first mortgage loans with an LTV over 80% carry mortgage
insurance which  reimburses the Company for losses up to a specified  percentage
per loan,  thereby  reducing the  effective LTV to below 80%.  Furthermore,  the
Company sells  without  recourse a  significant  portion of its second  mortgage
originations.  In addition,  the Company carries pool mortgage insurance on most
seconds not sold, such that the cumulative  losses covered by this pool mortgage
insurance are limited to 10% or 20% of the original balance of the insured pool.

           The following  table shows mortgage  originations  with LTV ratios or
combined LTV ratios  greater than 80% for the three months ended  September  30,
2000 and 1999.
<TABLE>
<CAPTION>

                                     TABLE 5

                  Mortgage Originations With Loan to Value and
                 Combined Loan to Value Ratios Greater Than 80%
                             (Dollars in thousands)

                                         For the Three Months Ended             For the Nine Months Ended
                                                September 30                           September 30
                                     -----------------------------------    -----------------------------------
                                         2000                 1999              2000                 1999
                                     --------------      ---------------    --------------      ---------------
<S>                                    <C>                    <C>             <C>                  <C>
    First mortgages with loan to
    value ratios greater than 80%:
        With insurance                 $    37,706            $  29,339       $    83,756          $    75,596
        With no insurance                   42,889               75,775           209,512              163,071
                                     --------------      ---------------    --------------      ---------------
                                            80,595              105,114           293,268              238,667
                                     --------------      ---------------    --------------      ---------------
    First and second mortgages with
    combined loan to value ratios
    greater than 80%:
        With pool insurance                761,747              492,548         1,958,975              529,528
        With no insurance                  226,441              137,778           730,606              725,839
                                     --------------      ---------------    --------------      ---------------
                                           988,188              630,326         2,689,581            1,255,367
                                     --------------      ---------------    --------------      ---------------

        Total                          $ 1,068,783            $ 735,440       $ 2,982,849          $ 1,494,034
                                     ==============      ===============    ==============      ===============
</TABLE>



<PAGE>


     The  following  table  shows the  outstanding  balance  of  mortgages  with
original LTV or combined LTV ratios  greater than 80% at September  30, 2000 and
1999.
<TABLE>
<CAPTION>

                                     TABLE 6

                   Balance of Mortgages With Loan to Value and
                 Combined Loan to Value Ratios Greater Than 80%
                             (Dollars in thousands)

                                            As of September 30
                                   -------------------------------------
                                        2000                 1999
                                   ----------------    -----------------
<S>                                    <C>                  <C>
First mortgages with loan to
value ratios greater than 80%:
    With insurance                     $   371,363          $   407,125
    With no insurance                      870,215              844,048
                                   ----------------    -----------------
                                         1,241,578            1,251,173
                                   ----------------    -----------------
First and second mortgages with
combined loan to value ratios
greater than 80%:
    With pool insurance                  1,785,294              578,331
    With no insurance                      772,960              173,185
                                   ----------------    -----------------
                                         2,558,254              751,516
                                   ----------------    -----------------

    Total                              $ 3,799,832          $ 2,002,689
                                   ================    =================
</TABLE>


     The tables on the following two pages show the Company's loan
portfolio by state at September 30, 2000 and 1999.



<PAGE>

<TABLE>
<CAPTION>

                                     TABLE 7

                             Loan Portfolio by State
                               September 30, 2000
                             (Dollars in thousands)

                                Residential
                                Real Estate                               Commercial                            Loans as
                       ------------------------------                        Real              Total             a% of
      State               1 - 4             5+             Land             Estate            Loans (a)         Portfolio
-------------------   --------------   -------------    ------------    ----------------    --------------     ------------
<S>                     <C>             <C>                 <C>             <C>              <C>                  <C>
California              $27,507,502     $ 3,430,029         $   167         $  24,926        $ 30,962,624         63.07%
Florida                   2,375,465          15,035             -0-               290           2,390,790          4.87
Texas                     1,976,429          56,581             297             1,099           2,034,406          4.14
New Jersey                1,819,686             -0-             -0-             2,588           1,822,274          3.71
Illinois                  1,473,469         120,634             -0-               -0-           1,594,103          3.25
Washington                  986,057         551,405             -0-               -0-           1,537,462          3.13
Colorado                  1,239,024         185,371             -0-             4,651           1,429,046          2.91
Arizona                   1,023,546          17,450             -0-               -0-           1,040,996          2.12
Pennsylvania              1,010,560           2,695             -0-             2,375           1,015,630          2.07
Other (b)                 5,210,037          48,084              43             5,002           5,263,166         10.73
                      --------------   -------------    ------------    --------------      --------------     ---------
  Totals                $44,621,775     $ 4,427,284         $   507         $  40,931          49,090,497        100.00%
                      ==============   =============    ============    ==============                         =========

SFAS 91 deferred loan costs                                                                       147,307
Loan discount on purchased loans                                                                   (1,581)
Undisbursed loan funds                                                                             (6,836)
Allowance for loan losses                                                                        (235,569)
Loans to facilitate (LTF) interest reserve                                                           (237)
Troubled debt restructured (TDR) interest reserve                                                    (475)
Loans on deposits                                                                                  21,558
Consumer Loans                                                                                      1,594
                                                                                            --------------
     Total loan portfolio and loans securitized into FNMA MBS with recourse
     and MBS-REMICs                                                                            49,016,258
Loans securitized into FNMA MBS with recourse and MBS-REMICs                                  (14,109,347)(c)
                                                                                            --------------
     Total loans receivable                                                                   $34,906,911
                                                                                            ==============

</TABLE>
(a)  The  Company has no  commercial  loans  other than  commercial  real estate
     loans.
(b)  Includes states with loans less than 2% of total loans.
(c)  The above  schedule  includes the September 30, 2000 balances of loans that
     were securitized and retained as FNMA MBS with recourse and MBS-REMICs.



<PAGE>
<TABLE>
<CAPTION>


                                     TABLE 8

                             Loan Portfolio by State
                               September 30, 1999
                             (Dollars in thousands)

                                Residential
                                Real Estate                               Commercial                           Loans as
                       ------------------------------                        Real              Total            a% of
      State               1 - 4             5+             Land             Estate            Loans (a)        Portfolio
-------------------   --------------   -------------    ------------    ----------------    --------------   --------------
<S>                     <C>             <C>                 <C>             <C>              <C>                  <C>
California              $20,482,201     $ 3,341,495         $   193         $  30,322        $ 23,854,211         64.91%
Florida                   1,622,784          16,234             -0-               504           1,639,522          4.46
Texas                     1,486,019          60,920             434             1,248           1,548,621          4.21
New Jersey                1,236,155             -0-             -0-             3,883           1,240,038          3.37
Illinois                  1,153,525         124,934             -0-               -0-           1,278,459          3.48
Washington                  633,838         463,754             -0-               656           1,098,248          2.99
Colorado                    926,423         173,075             -0-             5,218           1,104,716          3.01
Arizona                     791,442          18,890             -0-               -0-             810,332          2.20
Pennsylvania                708,148           4,105             -0-             2,675             714,928          1.95
Other (b)                 3,415,945          40,700              55             8,004           3,464,704          9.42
                      --------------   -------------    ------------    --------------      --------------   -----------
  Totals                $32,456,480     $ 4,244,107         $   682         $  52,510          36,753,779        100.00%
                      ==============   =============    ============    ==============                       ===========

SFAS 91 deferred loan costs                                                                        44,875
Loan discount on purchased loans                                                                   (2,090)
Undisbursed loan funds                                                                             (5,201)
Allowance for loan losses                                                                        (233,277)
Loans to facilitate interest reserve                                                                 (353)
Troubled debt restructured interest reserve                                                        (1,259)
Loans on deposits                                                                                  20,686
                                                                                            --------------
     Total loan portfolio and loans securitized into FNMA MBS with recourse
     and MBS-REMIC                                                                             36,577,160
Loans securitized into FNMA MBS with recourse and MBS-REMIC                                   (10,721,012)(c)
                                                                                            --------------
     Total loans receivable                                                                   $25,856,148
                                                                                            ==============
</TABLE>

(a)  The  Company has no  commercial  loans  other than  commercial  real estate
     loans.
(b)  Includes states with loans less than 2% of total loans.
(c)  The above  schedule  includes the September 30, 1999 balances of loans that
     were securitized and retained as FNMA MBS with recourse and MBS-REMIC.



<PAGE>


           The Company continues to emphasize ARM loans with interest rates that
change monthly in accordance with movements in specified indexes. The portion of
the mortgage portfolio (including MBS and MBS-REMICs) composed of rate-sensitive
loans was 94% at September  30, 2000,  compared to 93% at September 30, 1999 and
93% at December 31, 1999.  The  Company's  ARM  originations  for the first nine
months of 2000  constituted  96% of new mortgage  loans made in 2000 compared to
89% for the first nine months of 1999.

           The weighted  average maximum  lifetime cap rate on the Company's ARM
loan portfolio  (including  ARMs swapped into MBS with recourse and  MBS-REMICs)
was 12.31%,  or 4.41% above the actual  weighted  average rate at September  30,
2000,  versus 12.49%,  or 5.51% above the weighted average rate at September 30,
1999.

           Approximately  $5.0 billion of the Company's ARM loans (including MBS
with recourse and  MBS-REMICs)  have terms that state that the interest rate may
not fall below a lifetime floor set at the time of origination or assumption. As
of September 30, 2000 and 1999, $202 million and $486 million,  respectively, of
ARM loans had reached their rate floors.  The weighted average floor rate on the
loans that had reached  their floor was 7.92% at September  30, 2000 compared to
7.62% at September 30, 1999.  Without the floor, the average rate on these loans
would have been 7.65% at September 30, 2000 and 6.76% at September 30, 1999.

           Loan  repayments  for the three and nine months ended  September  30,
2000 were $1.1 billion and $3.3 billion, respectively,  compared to $1.1 billion
and $3.9  billion in the same periods of 1999.  The decrease in loan  repayments
for the first nine  months of 2000 as  compared to the first nine months of 1999
was  primarily  due to a decrease  in loan  payoffs in the first nine  months of
2000.

           MORTGAGE SERVICING RIGHTS

           Capitalized  mortgage servicing rights are included in "Other assets"
on the Consolidated Statement of Financial Condition.  The following table shows
the  changes in  capitalized  mortgage  servicing  rights for the three and nine
months ended September 30, 2000 and 1999.
<TABLE>
<CAPTION>

                                     TABLE 9

                      Capitalized Mortgage Servicing Rights
                             (Dollars in thousands)

                                                                    Three Months Ended                Nine Months Ended
                                                                       September 30                      September 30
                                                               -----------------------------    -----------------------------
                                                                    2000            1999             2000            1999
                                                               -------------    ------------    -------------    ------------
<S>                                                                <C>             <C>              <C>             <C>
  Beginning balance of capitalized mortgage servicing rights       $ 32,695        $ 39,860         $ 37,295        $ 28,635
  New capitalized mortgage servicing rights from loan sales             694           2,785            2,179          19,244
  Amortization of capitalized mortgage servicing rights              (3,105)         (3,269)          (9,190)         (8,503)
                                                               -------------    ------------    -------------    ------------
  Ending balance of capitalized mortgage servicing rights          $ 30,284        $ 39,376         $ 30,284        $ 39,376
                                                               =============    ============    =============    ============
</TABLE>

           The book value of Golden West's  servicing  rights did not exceed the
fair value at September  30, 2000 or 1999 and,  therefore,  no write-down of the
servicing rights to their fair value was necessary.


<PAGE>


           ASSET QUALITY

           An important  measure of the soundness of the Company's  loan and MBS
portfolio  is  its  ratio  of  nonperforming  assets  (NPAs)  to  total  assets.
Nonperforming  assets include non-accrual loans (loans,  including loans swapped
into MBS with recourse and loans  securitized into MBS-REMICs,  that are 90 days
or more past due) and real estate acquired through  foreclosure.  No interest is
recognized on non-accrual loans. The Company's troubled debt restructured (TDRs)
are made up of loans on which  delinquent  payments have been  capitalized or on
which temporary interest rate reductions have been made,  primarily to customers
adversely impacted by economic conditions.

           The following  table shows the  components of the Company's  NPAs and
TDRs and the various ratios to total assets.
<TABLE>
<CAPTION>

                                    TABLE 10

               Nonperforming Assets and Troubled Debt Restructured
                             (Dollars in thousands)

                                                      September 30
                                             -------------------------------      December 31
                                                 2000              1999               1999
                                             -------------     -------------     ----------------
<S>                                             <C>               <C>                 <C>
Non-accrual loans                               $213,956          $230,777            $  225,409
Real estate acquired through foreclosure           9,774            14,256                10,840
Real estate in judgment                              110               174                    69
                                            -------------     -------------     -----------------
Total nonperforming assets                      $223,840          $245,207            $  236,318
                                            =============     =============     =================

TDRs                                            $  4,175          $ 15,281            $   10,542
                                            =============     =============     =================

Ratio of NPAs to total assets                       .43%              .61%                  .56%
                                            =============     =============     =================

Ratio of TDRs to total assets                       .01%              .04%                  .03%
                                            =============     =============     =================

Ratio of NPAs and TDRs to total assets              .44%              .65%                  .59%
                                            =============     =============     =================
</TABLE>

           The lower NPAs at  September  30, 2000 as compared to  September  30,
1999 reflect the strong economy and housing market. The Company closely monitors
all delinquencies and takes appropriate steps to protect its interests. Interest
foregone on  non-accrual  loans  amounted to $885 thousand and $2 million in the
third  quarter and first nine months of 2000  compared to $790  thousand  and $4
million for the same periods in 1999.  Interest foregone on TDRs amounted to $41
thousand and $153  thousand for the three and nine months  ended  September  30,
2000,  compared to $107 thousand and $350 thousand for the three and nine months
ended September 30, 1999.

           The tables on the  following  page show the  Company's  nonperforming
assets by state as of September 30, 2000 and 1999.


<PAGE>
<TABLE>
<CAPTION>


                                    TABLE 11

                          Nonperforming Assets by State
                               September 30, 2000
                             (Dollars in thousands)

                             Non-Accrual Loans (a)                        Real Estate Owned
                   ------------------------------------------    -------------------------------------
                         Residential           Commercial                                Commercial                     NPAs as
                         Real Estate              Real                Residential           Real           Total         a% of
       State         1 - 4           5+          Estate           1 - 4         5+         Estate         NPAs(b)        Loans
---------------    -----------    ----------   ------------      ---------   ----------   ----------    ------------    ---------
<S>                 <C>              <C>           <C>            <C>           <C>          <C>          <C>              <C>
California          $ 111,403        $  985        $   576        $ 3,649       $  -0-       $  -0-       $ 116,613        .38%
Florida                16,819           -0-             57            675          -0-          108          17,659        .74
Texas                  10,074           -0-            -0-            523          -0-          -0-          10,597        .52
New Jersey             16,004           -0-             18            243          -0-          314          16,579        .91
Illinois               10,320           215            -0-            696          -0-          -0-          11,231        .70
Washington              3,555           -0-            -0-            113          -0-          -0-           3,668        .24
Colorado                2,377           -0-            -0-            -0-          -0-          -0-           2,377        .17
Arizona                 4,812           -0-            -0-            -0-          -0-          -0-           4,812        .46
Pennsylvania           10,147           -0-            -0-          1,420          -0-          -0-          11,567       1.14
Other (c)              26,510            84            -0-          1,875          -0-          508          28,977        .55
                   -----------    ----------   ------------      ---------   ----------   ----------    ------------    -------
  Totals            $ 212,021       $ 1,284        $   651        $ 9,194       $  -0-       $  930         224,080        .46%
                   ===========    ==========   ============      =========   ==========   ==========

REO general valuation allowance                                                                                (240)      (.00)
                                                                                                        ------------    -------
Total nonperforming assets                                                                                 $ 223,840       .46%
                                                                                                        ============    =======

</TABLE>
(a)  Non-accruals loans are 90 days or more past due and have no unpaid interest
     accrued.
(b)  The September 30, 2000 balances  include loans that were  securitized  into
     FNMA MBS and MBS-REMICs.
(c)  Includes states with loans less than 2% of total loans.
<TABLE>
<CAPTION>

                                    TABLE 12

                          Nonperforming Assets by State
                               September 30, 1999
                             (Dollars in thousands)

                                  Non-Accrual Loans (a)                Real Estate Owned
                         ----------------------------------------    -----------------------
                               Residential           Commercial                                                 NPAs as
                               Real Estate              Real               Residential            Total          a% of
       State                 1 - 4          5+         Estate           1 - 4         5+         NPAs(b)         Loans
---------------------    -----------   -----------   ----------      ----------   ----------   -----------    -----------
<S>                       <C>             <C>          <C>             <C>           <C>        <C>              <C>
California                $ 134,026       $ 3,287      $ 1,661         $10,808       $  440     $ 150,222        .63%
Florida                      16,500           -0-          179             349          -0-        17,028       1.04
Texas                         9,112           -0-          -0-             603          -0-         9,715        .63
New Jersey                   16,463           -0-           45             131          -0-        16,639       1.34
Illinois                      9,866           216          -0-             699          -0-        10,781        .84
Washington                    2,344           -0-          -0-             -0-          -0-         2,344        .21
Colorado                      1,209         1,032          -0-              77          -0-         2,318        .21
Arizona                       4,074           124          -0-             -0-          -0-         4,198        .52
Pennsylvania                  8,935           -0-          -0-             287          -0-         9,222       1.27
Other (c)                    18,866           103        2,735           1,360          -0-        23,064        .69
                         -----------   -----------   ----------      ----------   ----------   -----------    -------
  Totals                  $ 221,395       $ 4,762      $ 4,620         $14,314       $  440       245,531        .67%
                         ===========   ===========   ==========      ==========   ==========

REO general valuation allowance                                                                      (324)     (.00)
                                                                                               -----------    -------
Total nonperforming assets                                                                      $ 245,207        .67%
                                                                                               ===========    =======
</TABLE>
(a)  Non-accruals loans are 90 days or more past due and have no unpaid interest
     accrued.
(b)  The September 30, 1999 balances  include loans that were  securitized  into
     FNMA MBS and MBS-REMIC.
(c)  Includes states with loans less than 2% of total loans.


<PAGE>


           The Company  provides  specific  valuation  allowances  for losses on
  loans  when  impaired,  and on real  estate  owned  when any  significant  and
  permanent  decline  in  value is  identified.  The  Company  also  utilizes  a
  methodology for monitoring and estimating loan losses and recourse obligations
  that is based on both historical  experience in the loan portfolio and factors
  reflecting  current  economic  conditions.  This approach uses a database that
  identifies  losses on loans and foreclosed  real estate from past years to the
  present,  broken down by year of origination,  type of loan, and  geographical
  area.  Management  is then able to estimate  additions  or  reductions  to the
  allowance  needed to cover  losses in the  portfolio.  In  addition,  periodic
  reviews are made of major loans and real estate owned, and major lending areas
  are  regularly  reviewed to determine  potential  problems.  Where  indicated,
  valuation  allowances  are  established  or adjusted.  In estimating  possible
  losses,   consideration  is  given  to  the  estimated  sale  price,  cost  of
  refurbishing  the security  property,  payment of  delinquent  taxes,  cost of
  disposal,  and cost of holding the property.  Additions to and reductions from
  the allowances are reflected in current earnings.

           The table below shows the  changes in the  allowance  for loan losses
for the three and nine months ended September 30, 2000 and 1999.
<TABLE>
<CAPTION>

                                    TABLE 13

                      Changes in Allowance for Loan Losses
                             (Dollars in thousands)

                                                                Three Months Ended              Nine Months Ended
                                                                   September 30                   September 30
                                                           ----------------------------   ----------------------------
                                                               2000           1999            2000           1999
                                                           -------------   ------------   -------------   ------------
<S>                                                           <C>            <C>             <C>            <C>
  Beginning allowance for loan losses                         $ 234,834      $ 233,471       $ 232,134      $ 244,466
  Provision for (recovery of) losses charged to expense           1,106         (1,253)          5,917         (1,406)
  Net transfer of allowance (to) from reserve for losses
    on loans sold or securitized and retained                      (438)           213          (2,110)       (11,922)
  Less loans charged off                                            (54)           -0-            (674)           -0-
  Add recoveries                                                    121            846             302          2,139
                                                           -------------   ------------   -------------   ------------
  Ending allowance for loan losses                            $ 235,569      $ 233,277       $ 235,569      $ 233,277
                                                           =============   ============   =============   ============

  Ratio of net chargeoffs (recoveries) to average loans
    outstanding (including MBS with recourse)                      .00%          (.01%)           .00%          (.01%)
                                                           =============   ============   =============   ============
</TABLE>

           As previously  mentioned,  the Company has securitized loans from its
portfolio into FNMA MBS with recourse and MBS-REMICs. The Company's intent is to
hold these MBS and MBS-REMICs to maturity.  Because the loans underlying the MBS
and MBS-REMICs are similar to the loans in its loan portfolio,  the Company sets
its reserve on these  securities  in a manner  similar to the method it uses for
the  allowance  for loan  losses.  The Company also sells loans with full credit
recourse and has established a reserve for potential  losses on these loans. The
liability for this reserve for losses on loans sold or securitized  and retained
is included in accounts payable and accrued expenses.



<PAGE>


           The table  below shows the changes in the reserve for losses on loans
  sold or securitized and retained for the three and nine months ended September
  30, 2000 and 1999.
<TABLE>
<CAPTION>

                                    TABLE 14

 Changes in Reserve for Losses on Loans Sold with Recourse or Securitized and Retained
                             (Dollars in thousands)

                                                               Three Months Ended              Nine Months Ended
                                                                  September 30                   September 30
                                                          ----------------------------   ----------------------------
                                                              2000           1999            2000           1999
                                                          -------------   ------------   -------------   ------------
<S>                                                           <C>            <C>             <C>            <C>
  Beginning balance of reserve for losses on loans
    sold with recourse or securitized and retained            $ 17,331       $ 15,397        $ 15,572       $  2,256
  Initial recourse liability recognized at time of sale             31            183             118          1,189
  Net transfer from (to) allowance for loan losses                 438           (213)          2,110         11,922
                                                          -------------   ------------   -------------   ------------
  Ending balance of reserve for losses on loans
    sold with recourse or securitized and retained            $ 17,800       $ 15,367        $ 17,800       $ 15,367
                                                          =============   ============   =============   ============
</TABLE>


           The ratio to  nonperforming  assets of the  allowance for loan losses
  and the  reserve  for losses on loans sold or  securitized  and  retained  was
  113.2% and 101.4% at September 30, 2000 and 1999,  respectively.  At September
  30, 2000 and 1999,  the ratio to total loans  (including MBS with recourse and
  MBS-REMICs)  and loans sold with recourse of the allowance for loan losses and
  the reserve for losses on loans sold or securitized  and retained was .50% and
  .64%, respectively.

           DEPOSITS

           Retail  deposits  increased  during the third quarter of 2000 by $522
  million,  including interest credited of $328 million, compared to an increase
  of $214 million,  including  interest  credited of $262 million,  in the third
  quarter of 1999.  Retail  deposits  increased  during the first nine months of
  2000 by $1.1 billion, including interest credited of $896 million, compared to
  an increase of $331 million,  including interest credited of $772 million,  in
  the first nine months of 1999.  During the second quarter of 1999, the Company
  sold three  branches  with a total of $119  million in deposits and during the
  third  quarter  of 1999,  the  Company  sold one  branch  with $36  million in
  deposits. At September 30, 2000 and 1999 and at December 31, 1999, transaction
  accounts  (which  includes  checking,  passbook,  and money  market  accounts)
  represented 28%, 38%, and 35%, respectively, of the total balance of deposits.

           The Company  has a program to use  government  securities  dealers to
  sell certificates of deposit (CDs) to institutional investors (wholesale CDs).
  The Company's deposit balance as of December 31, 1999 included $600 million of
  these wholesale CDs. There were no outstanding  wholesale CDs at September 30,
  2000 or at September 30, 1999.




<PAGE>


           The table below shows the Company's  deposits by interest rate and by
remaining maturity at September 30, 2000 and 1999.
<TABLE>
<CAPTION>

                                    TABLE 15

                                    Deposits
                              (Dollars in millions)

                                                                                       September 30
                                                               -----------------------------------------------------------
                                                                           2000                           1999
                                                               ----------------------------   ----------------------------
                                                                  Rate*           Amount         Rate*           Amount
                                                               -----------    -------------   ----------------------------
<S>                                                                  <C>          <C>               <C>          <C>
    Deposits by rate:
      Interest-bearing checking accounts                             3.02%        $    74           3.06%        $    119
      Interest-bearing checking accounts swept
        into money market deposit accounts                           3.40            3,157          3.53            3,204
      Passbook accounts                                              1.48              463          1.80              504
      Money market deposit accounts                                  4.24            4,217          4.35            6,354
      Term certificate accounts with original maturities of:
        4 weeks to 1 year                                            5.95            9,569          4.62            6,279
        1 to 2 years                                                 5.85            7,511          4.88            6,998
        2 to 3 years                                                 5.62            1,388          5.26            1,439
        3 to 4 years                                                 5.74              451          5.24              350
        4 years and over                                             5.96              678          5.45              655
      Retail jumbo CDs                                               5.81              741          4.79              648
                                                                              -------------                  -------------
                                                                                  $ 28,249                       $ 26,550
                                                                              =============                  =============


                                                                                   2000                           1999
                                                                              -------------                  -------------
    Deposits by remaining maturity:
        No contractual maturity                                      3.73%        $  7,911          3.95%        $ 10,181
        Maturity within one year                                     5.86           18,054          4.80           14,305
        1 to 5 years                                                 6.08            2,252          5.22            2,037
        Over 5 years                                                 5.35               32          4.92               27
                                                                              -------------                  -------------
                                                                                  $ 28,249                       $ 26,550
                                                                              =============                  =============
</TABLE>

* Weighted average interest rate, including the impact of interest rate swaps.

           At  September  30, the  weighted  average  cost of deposits was 5.28%
(2000) and 4.50% (1999).

           ADVANCES FROM FEDERAL HOME LOAN BANKS

           The Company uses borrowings from FHLBs,  also known as "advances," to
supplement  cash  flow and to  provide  funds for loan  origination  activities.
Advances  are secured by pledges of certain  loans,  MBS-REMICs,  other MBS, and
capital stock of FHLBs. FHLB advances amounted to $18.2 billion at September 30,
2000,  compared to $8.1  billion and $8.9 billion at  September  30,  1999,  and
December 31, 1999, respectively.


<PAGE>


           SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

           The Company borrows funds through  transactions  in which  securities
are sold under  agreements  to  repurchase  (Reverse  Repos).  Reverse Repos are
entered into with selected major government  securities dealers and large banks,
typically using MBS from the Company's portfolio. Reverse Repos with dealers and
banks amounted to $859 million,  $773 million, and $1.0 billion at September 30,
2000 and 1999, and December 31, 1999, respectively.

           OTHER BORROWINGS

           At September 30, 2000, Golden West, at the holding company level, had
a total of $714  million of  subordinated  debt  issued and  outstanding.  As of
September 30, 2000, the Company's subordinated debt securities were rated A3 and
A-  by  Moody's  Investors  Service  (Moody's)  and  Standard  &  Poor's  (S&P),
respectively.

           During November 1996, WFSB received  permission from the OTS to issue
non-convertible medium-term notes to institutional investors under rules similar
to Office of the  Comptroller  of the  Currency  rules  applicable  to similarly
situated national banks. As of September 30, 2000, WFSB had not issued any notes
under this authority.

           During July 2000, the Company filed a registration statement with the
Securities  and  Exchange  Commission  for  the  issuance  or sale of up to $1.0
billion of debt securities and preferred  stock.  The Company has not issued any
securities under this registration statement.

           STOCKHOLDERS' EQUITY

           The Company's  stockholders'  equity increased by $294 million during
the first nine months of 2000 as a result of net earnings and an increase in the
market values of securities  available for sale,  which was partially  offset by
the payment of quarterly dividends to stockholders  and the $109 million cost of
the repurchase of Company stock.  The Company's  stockholders'  equity decreased
during the first nine months of 1999 by $2.3 million as a result of $308 million
cost of the  repurchase  of Company  stock,  the  decrease  in market  values of
securities  available  for sale,  and the  payment  of  quarterly  dividends  to
stockholders.  These decreases were partially offset by net earnings. Unrealized
gains,  net of taxes,  on  securities  and MBS  available  for sale  included in
stockholders' equity at September 30, 2000 and 1999, and December 31, 1999, were
$182 million, $174 million, and $158 million, respectively.

           In  1999,  the  Company   effected  a  three-for-one   split  of  its
outstanding Common Stock in the form of a 200% stock dividend. This dividend was
payable  December  10,  1999,  to holders of record at the close of  business on
November 15, 1999.  Per share  amounts in this 10-Q filing have been restated to
reflect this stock dividend unless otherwise noted.

           Since 1993,  through four  separate  actions,  Golden West's Board of
Directors  has  authorized  the  purchase by the  Company of up to 44.7  million
shares of Golden  West's common  stock.  As of September 30, 2000,  42.9 million
shares had been  repurchased and retired at a cost of $915 million since October
1993, of which 3.7 million  shares were  purchased and retired at a cost of $109
million during the first nine months of 2000.  Dividends from  subsidiaries  are
expected to continue to be the major source of funding for the stock  repurchase
program.  The  purchase of Golden West stock is not  intended to have a material
impact on the normal liquidity of the Company.


<PAGE>


           REGULATORY CAPITAL

           The OTS requires  federally  insured  institutions,  such as WFSB and
WSL, to meet certain  minimum  capital  requirements.  The following table shows
WFSB's  regulatory   capital  ratios  and  compares  them  to  the  OTS  minimum
requirements at September 30, 2000 and 1999.
<TABLE>
<CAPTION>

                                    TABLE 16

                             World Savings Bank, FSB
                            Regulatory Capital Ratios
                             (Dollars in thousands)

                                  September 30, 2000                                        September 30, 1999
                -------------------------------------------------------    ------------------------------------------------------
                         ACTUAL                       REQUIRED                     ACTUAL                      REQUIRED
                --------------------------    -------------------------   --------------------------   --------------------------
                  Capital         Ratio         Capital        Ratio        Capital         Ratio        Capital         Ratio
                -------------   ----------    ------------   ----------   -------------   ----------   -------------   ----------
<S>               <C>             <C>          <C>             <C>         <C>              <C>          <C>             <C>
  Tangible        $2,817,341      5.81%        $  727,749      1.50%       $ 2,425,414      6.89%        $  528,211      1.50%
  Core             2,817,341      5.81          1,940,664      4.00          2,425,414      6.89          1,408,563      4.00
  Risk-based       2,985,238     10.62          2,249,282      8.00          2,576,183     12.81          1,608,362      8.00

</TABLE>
<TABLE>
<CAPTION>

           The following table shows WSL's current regulatory capital ratios and
compares them to the OTS minimum requirements at September 30, 2000 and 1999.

                                    TABLE 17

                       World Savings and Loan Association
                            Regulatory Capital Ratios
                             (Dollars in thousands)

                                   September 30, 2000                                         September 30, 1999
                ---------------------------------------------------------   --------------------------------------------------------
                          ACTUAL                       REQUIRED                      ACTUAL                       REQUIRED
                ---------------------------   ---------------------------   --------------------------    --------------------------
                  Capital         Ratio          Capital        Ratio         Capital         Ratio         Capital        Ratio
                -------------   -----------    ------------   -----------   -------------   ----------    ------------   -----------
<S>                <C>           <C>             <C>             <C>          <C>             <C>           <C>            <C>
  Tangible         $ 465,997     10.39%          $  67,247       1.50%        $  474,911      9.03%         $  78,866      1.50%
  Core               465,997     10.39             179,326       4.00            474,911      9.03            210,310      4.00
  Risk-based         493,400     20.32             194,220       8.00            508,128     17.64            230,434      8.00

</TABLE>

           In addition,  institutions  whose  exposure to interest rate risk, as
determined  by the OTS,  is deemed to be above  normal may be  required  to hold
additional  risk-based capital. The OTS has determined that neither WFSB nor WSL
has above-normal exposure to interest rate risk.

           The  OTS  has   adopted   rules  based  upon  five   capital   tiers:
well-capitalized,   adequately  capitalized,   undercapitalized,   significantly
undercapitalized,  and critically undercapitalized. The determination of whether
an  association  falls into a certain  classification  depends  primarily on its
capital ratios. As of September 30, 2000, the most recent  notification from the
OTS  categorized  both  WFSB and WSL as  "well-capitalized"  under  the  current
requirements.  There are no conditions  or events that have occurred  since that
notification   that  the   Company   believes   would  have  an  impact  on  the
categorization of either WFSB or WSL.



<PAGE>


           The table below shows that WFSB's  regulatory  capital  exceeded  the
requirements of the well-capitalized classification at September 30, 2000.
<TABLE>
<CAPTION>

                                    TABLE 18

                             World Savings Bank, FSB
         Regulatory Capital Compared to Well-Capitalized Classification
                             (Dollars in thousands)

                                         ACTUAL                         WELL-CAPITALIZED
                               ----------------------------   -------------------------------
                                  Capital          Ratio            Capital           Ratio
                               --------------    ----------   --------------    -------------
<S>                             <C>                  <C>         <C>                   <C>
         Leverage               $ 2,817,341          5.81%       $  2,425,831          5.00%
         Tier 1 risk-based        2,817,341         10.02           1,686,961          6.00
         Total risk-based         2,985,238         10.62           2,811,602         10.00
</TABLE>

           The table  below shows that WSL's  regulatory  capital  exceeded  the
requirements of the well-capitalized classification at September 30, 2000.
<TABLE>
<CAPTION>

                                    TABLE 19

                       World Savings and Loan Association
         Regulatory Capital Compared to Well-Capitalized Classification
                             (Dollars in thousands)

                                          ACTUAL                       WELL-CAPITALIZED
                              ----------------------------   -------------------------------
                                 Capital         Ratio             Capital           Ratio
                              --------------    ----------   --------------    -------------
<S>                              <C>               <C>            <C>                 <C>
         Leverage                $ 465,997         10.39%         $  224,158          5.00%
         Tier 1 risk-based         465,997         19.19             145,665          6.00
         Total risk-based          493,400         20.32             242,775         10.00
</TABLE>

           World  Savings  Bank,  SSB is  regulated by the FDIC and the state of
Texas. At September 30, WSSB had the following  regulatory capital calculated in
accordance with the FDIC's capital standards:
<TABLE>
<CAPTION>

                                    TABLE 20

                             World Savings Bank, SSB
                            Regulatory Capital Ratios
                             (Dollars in thousands)

                                       September 30, 2000                                       September 30, 1999
                   -------------------------------------------------------   ------------------------------------------------------
                            ACTUAL                      REQUIRED                      ACTUAL                      REQUIRED
                   --------------------------   --------------------------   --------------------------   -------------------------
                     Capital         Ratio        Capital         Ratio        Capital        Ratio         Capital        Ratio
                   -------------   ----------   ------------    ----------   ------------   -----------   ------------   ----------
<S>                   <C>           <C>          <C>              <C>          <C>             <C>           <C>            <C>
Tier 1 leverage       $ 238,336     5.20%        $ 137,386        3.00%        $  198,539      5.51%         $ 108,148      3.00%
Tier 1 risk-based       238,336     25.21           37,823        4.00            198,539     26.49             29,977      4.00
Total risk-based        238,551     25.23           75,647        8.00            198,781     26.52             59,953      8.00

</TABLE>



<PAGE>


RESULTS OF OPERATIONS

           NET EARNINGS

           Net earnings for the three months ended  September 30, 2000 were $137
million  compared to net  earnings of $118  million for the three  months  ended
September  30, 1999.  Net earnings for the nine months ended  September 30, 2000
were $397  million  compared to net earnings of $361 million for the nine months
ended  September 30, 1999.  Net earnings  increased for the first nine months of
2000 as  compared  to the same  period  in 1999 as a  result  of  increased  net
interest  income  which was  partially  offset by an  increase  in  general  and
administrative expenses.

           SPREAD

           An important  determinant  of the  Company's  earnings is its primary
spread -- the  difference  between  its yield on earning  assets and its cost of
funds. The table below shows the components of the Company's spread at September
30, 2000 and 1999 and December 31, 1999.
<TABLE>
<CAPTION>

                                    TABLE 21

                            Yield on Earning Assets,
                        Cost of Funds, and Primary Spread

                                          September 30
                                ---------------------------------    December 31
                                    2000               1999             1999
                                --------------    ---------------   ------------
<S>                                  <C>                <C>              <C>
Yield on loan portfolio              7.88%              7.02%            7.16%
Yield on MBS                         7.82               7.07             7.17
Yield on investments                 8.70               6.10             5.88
                                ----------
                                                  -----------       ----------
Yield on earning assets              7.86               7.02             7.15
                                ----------        -----------       ----------
Cost of deposits                     5.28               4.50             4.69
Cost of borrowings                   6.58               5.53             5.77
                                ----------        -----------       ----------
Cost of funds                        5.82               4.78             5.00
                                ----------        -----------       ----------
Primary spread                       2.04%              2.24%            2.15%
                                ==========        ===========       ==========
</TABLE>

           The Company holds ARMs in order to manage the rate sensitivity of the
asset side of the balance sheet.  The yield on the Company's ARM portfolio tends
to lag changes in market interest rates because of lags related to the index and
because of certain loan features.  These  features  include  introductory  fixed
rates on new ARM loans,  the interest  rate  adjustment  frequency of ARM loans,
interest  rate caps or limits on  individual  rate  changes,  and interest  rate
floors. Most of the Company's ARMs have interest rates that change in accordance
with  an  index  based  on the  cost  of  deposits  and  borrowings  of  savings
institutions  that  are  members  of the  FHLB  of  San  Francisco  (the  COFI).
Additionally, the Company originates loans that are tied to the Golden West Cost
of Savings Index (COSI). As previously discussed, there is a two month reporting
lag for COFI and a one month reporting lag for COSI. On balance,  the index lags
and ARM structural  features  cause the Company's  assets to reprice more slowly
than its liabilities,  resulting in a temporary reduction in net interest income
when rates increase and a temporary  increase in net interest  income when rates
fall.



<PAGE>
<TABLE>
<CAPTION>
                                    TABLE 22
        Average Interest-Earning Assets and Interest-Bearing Liabilities
                             (Dollars in thousands)

                                          Three Months Ended                     Three Months Ended
                                          September 30, 2000                     September 30, 1999
                                  ------------------------------------   ------------------------------------
                                                 Annualized   End of                    Annualized   End of
                                    Average      Average      Period       Average       Average     Period
                                   Balances        Yield       Yield      Balances        Yield       Yield
                                  ------------   -----------  --------   ------------   -----------  --------
<S>                               <C>                 <C>       <C>      <C>                 <C>       <C>
 ASSETS
 Investment Securities            $ 3,600,512         6.84%     8.70%    $ 3,271,302         5.51%     6.10%
 Mortgage-backed securities        14,577,843         7.78%     7.82%     11,585,161         7.06%     7.07%
 Loans receivable (a)              33,386,895         7.83%     7.88%     24,857,797         7.17% .   7.02%
 Invest. in capital stock of FHLBs    868,329         7.39%     6.55%        530,442         5.42%     5.37%
                                  ------------   -----------             ------------   -----------
 Interest-earning assets          $52,433,579         7.74%              $40,244,702         6.98%
                                  ============   ===========             ============   ===========
 LIABILITIES
 Deposits:
     Checking accounts            $   156,644         1.84%     3.02%    $   110,918         2.27%     3.06%
     Savings accounts               8,189,258         3.76%     3.74%     10,405,105         3.95%     3.96%
     Term accounts                 20,820,381         5.91%     5.88%     16,944,575         4.87%     4.84%
                                  ------------   -----------  --------   ------------   -----------  --------
         Total deposits            29,166,283         5.29%     5.28%     27,460,598         4.51%     4.50%
 Advances from FHLBs               16,853,861         6.73%     6.55%      6,970,600         5.37%     5.36%
 Reverse repurchases                1,486,301         6.41%     6.24%      1,067,588         5.15%     5.08%
 Other borrowings                   1,883,200         7.13%     7.63%      2,165,713         6.16%     7.63%
                                  ------------   -----------             ------------   -----------
 Interest-bearing liabilities     $49,389,645         5.88%              $37,664,499         4.78%
                                  ============   ===========             ============   ===========

 Annualized net interest spread                       1.86%                                  2.20%
                                                 ===========                            ===========
 Net interest income              $   287,912                            $   251,964
                                  ============                           ============
 Annualized net yield on
 average interest-earning assets                       2.20%                                 2.50%
                                                 ===========                            ===========
</TABLE>
(a)  Includes nonaccrual loans (90 days or  more past due).
<TABLE>
<CAPTION>
                                    TABLE 23
        Average Interest-Earning Assets and Interest-Bearing Liabilities
                             (Dollars in thousands)

                                          Nine Months Ended                      Nine Months Ended
                                         September 30, 2000                     September 30, 1999
                                 ------------------------------------   ------------------------------------
                                                Annualized   End of                    Annualized   End of
                                   Average      Average      Period       Average       Average     Period
                                  Balances        Yield       Yield      Balances        Yield       Yield
                                 ------------   -----------  --------   ------------   -----------  --------
<S>                              <C>                 <C>       <C>      <C>                 <C>       <C>
ASSETS
Investment Securities            $ 2,972,977         6.52%     8.70%    $ 3,229,203         5.25%     6.10%
Mortgage-backed securities        12,896,270         7.51%     7.82%     10,655,509         7.04%     7.07%
Loans receivable (a)              31,392,570         7.59%     7.88%     25,242,449         7.22%     7.02%
Invest. in capital stock of FHLBs    713,862         7.71%     6.55%        643,782         5.32%     5.37%
                                 ------------   -----------             ------------   -----------
Interest-earning assets          $47,975,679         7.50%              $39,770,943         6.98%
                                 ============   ===========             ============   ===========
LIABILITIES
Deposits:
    Checking accounts            $   136,543         2.13%     3.02%    $   107,116         2.18%     3.06%
    Savings accounts               8,857,741         3.80%     3.74%      9,964,785         3.91%     3.96%
    Term accounts                 22,167,349         4.99%     5.88%     17,170,638         4.89%     4.84%
                                 ------------   -----------  --------   ------------   -----------  --------
        Total deposits            31,161,633         4.64%     5.28%     27,242,539         4.52%     4.50%
Advances from FHLBs               13,325,696         6.34%     6.55%      6,477,019         5.41%     5.36%
Reverse repurchases                1,378,630         6.04%     6.24%      1,197,857         5.12%     5.08%
Other borrowings                   1,510,799         7.06%     7.63%      2,191,376         6.04%     7.63%
                                 ------------   -----------             ------------   -----------
Interest-bearing liabilities     $47,376,758         5.24%              $37,108,791         4.78%
                                 ============   ===========             ============   ===========

Annualized net interest spread                       2.26%                                  2.20%
                                                ===========                            ===========
Net interest income              $   838,070                             $  751,171
                                 ============                           ============
Annualized net yield on
average interest-earning assets                      2.33%                                  2.52%
                                                ===========                            ===========
</TABLE>
(a)  Includes nonaccrual loans (90 days or more past due).
<PAGE>


           The following  table shows the  Company's  revenues and expenses as a
percentage of total  revenues for the three and nine months ended  September 30,
2000 and 1999.
<TABLE>
<CAPTION>

                                    TABLE 24

                       Selected Revenue and Expense Items
                        as Percentages of Total Revenues

                                                        Three Months Ended             Nine Months Ended
                                                           September 30                   September 30
                                                    ---------------------------    ---------------------------
                                                       2000            1999           2000           1999
                                                    -----------     -----------    -----------    ------------
<S>                                                       <C>             <C>            <C>             <C>
Interest on loans                                         61.8%           60.7%          63.5%           62.3%
Interest on mortgage-backed securities                    26.8            27.9           25.8            25.7
Interest and dividends on investments                      7.4             7.1            6.6             7.0
                                                    -----------     -----------    -----------    ------------
                                                          96.0            95.7           95.9            95.0
Less:
  Interest on deposits                                    36.5            42.2           38.5            42.1
  Interest on advances and other borrowings               32.3            19.2           27.6            18.6
                                                    -----------     -----------    -----------    ------------
                                                          68.8            61.4           66.1            60.7

Net interest income                                       27.2            34.3           29.8            34.3
  Provision for (recovery of) loan losses                   .1             (.2)            .2             (.1)
                                                    -----------     -----------    -----------    ------------
Net interest income after provision for
  (recovery of) loan losses                               27.1            34.5           29.6            34.4

Add:
  Fees                                                     1.9             2.2            1.9             2.2
  Gain on the sale of securities, MBS, and loans            .3              .4             .2             1.0
  Other non-interest income                                1.8             1.7            2.0             1.8
                                                    -----------     -----------    -----------    ------------
                                                           4.0             4.3            4.1             5.0
Less:
  General and administrative expenses                     10.2            13.1           11.0            13.0
  Taxes on income                                          7.9             9.6            8.6             9.9
                                                    -----------     -----------    -----------    ------------
Net earnings                                              13.0%           16.1%          14.1%           16.5%
                                                    ===========     ===========    ===========    ============

</TABLE>




<PAGE>


           INTEREST RATE SWAPS

           The Company enters into interest rate swaps as a part of its interest
rate risk management strategy. Such instruments are entered into solely to alter
the repricing characteristics of designated assets and liabilities.  The Company
does not hold any derivative financial instruments for trading purposes.

           Interest  rate swap activity  decreased  net interest  income by $682
thousand  and $3.5  million for the three and nine months  ended  September  30,
2000,  as compared to decreases  of $511  thousand and $3.2 million for the same
periods in 1999.

           The following  table  summarizes the unrealized  gains and losses for
interest rate swaps at September 30, 2000 and 1999.
<TABLE>
<CAPTION>

                                    TABLE 25

         Schedule of Unrealized Gains and Losses on Interest Rate Swaps
                             (Dollars in thousands)

                                    September 30, 2000                                September 30, 1999
                      -----------------------------------------------    ----------------------------------------------
                                                            Net                                               Net
                       Unrealized       Unrealized      Unrealized        Unrealized      Unrealized      Unrealized
                          Gains           Losses        Gain(Loss)           Gains          Losses        Gain(Loss)
                      --------------   --------------  --------------    --------------  -------------   --------------
<S>                       <C>               <C>             <C>             <C>            <C>              <C>
Interest rate swaps:
  Receive fixed           $      13         $    964        $   (951)       $     647      $      67        $     580
  Pay fixed                   3,730            5,543          (1,813)           3,312         13,862          (10,550)
                      --------------   --------------  --------------    --------------  -------------   --------------
                          $   3,743         $  6,507        $ (2,764)       $   3,959      $  13,929        $  (9,970)
                      ==============   ==============  ==============    ==============  =============   ==============
</TABLE>
<TABLE>
<CAPTION>


                                    TABLE 26

                    Schedule of Interest Rate Swaps Activity
                         (Notional amounts in millions)

                                        Nine Months Ended
                                       September 30, 2000
                                 --------------------------------
                                   Receive              Pay
                                    Fixed              Fixed
                                    Swaps              Swaps
                                 -------------     --------------
<S>                                   <C>                <C>
Balance at December 31, 1999          $   263            $   727
Additions                                 -0-                -0-
Maturities                                (43)                (5)
                                --------------    ---------------
Balance at September 30, 2000         $   220            $   722
                                ==============    ===============
</TABLE>

           The range of floating  interest  rates  received on swap contracts in
the first  nine  months of 2000 was  5.98% to 7.11%,  and the range of  floating
interest  rates paid on swap  contracts  was 6.00% to 6.87%.  The range of fixed
interest  rates  received on swap contracts in the first nine months of 2000 was
5.50% to 7.06% and the range of fixed  interest rates paid on swap contracts was
5.58% to 8.85%.


<PAGE>


           INTEREST ON LOANS

           In the third  quarter of 2000,  interest  on loans was higher than in
the comparable  1999 period by $208 million or 46.6%.  The increase in the third
quarter of 2000 was due to a $8.2 billion increase in the average  portfolio and
a 75 basis point  increase in the average  portfolio  yield.  For the first nine
months of 2000,  interest on loans was higher than in the comparable 1999 period
by $419 million or 30.6%. The increase was due to a $6.0 billion increase in the
average portfolio balance and a 43 basis point increase in the average portfolio
yield.

           INTEREST ON MORTGAGE-BACKED SECURITIES

           In the third quarter of 2000, interest on mortgage-backed  securities
was higher than in the comparable 1999 period by $79 million or 38.6%.  The 2000
increase  was  due  primarily  due to a $3.2  billion  increase  in the  average
portfolio  balance and a 60 basis point increase in the average portfolio yield.
For the first nine months of 2000,  interest on  mortgage-backed  securities was
higher than in the comparable 1999 period by $164 million or 29.2% due primarily
due to a $2.3 billion increase in the average  portfolio  balance and a 43 basis
point   increase  in  the  average   portfolio   yield.   The  increase  in  the
mortgage-backed  securities portfolio was primarily due to the securitization of
loans into FNMA MBS and MBS-REMICs, as discussed on pages 12 and 13.

           INTEREST AND DIVIDENDS ON INVESTMENTS

           The income earned on the investment portfolio  fluctuates,  depending
upon the volume outstanding and the yields available on short-term  investments.
For the third quarter of 2000,  interest and dividends on investments was higher
than in the  comparable  1999 period by $25 million or 48.6%.  The  increase was
primarily due to a 135 basis point increase in the average portfolio yield and a
$329  million  increase in the  average  portfolio  balance.  For the first nine
months of 2000,  interest and  dividends on  investments  was higher than in the
comparable  1999 period by $34 million or 22.1%.  The increase was primarily due
to a 126 basis point increase in the average portfolio yield which was partially
offset by a $256 million decrease in the average portfolio balance.

           In addition,  included in interest and dividends on  investments  for
the three months ended September 30, 2000 was $1.0 million in special  dividends
from  the  FHLB  of  San  Francisco.  Included  in  interest  and  dividends  on
investments  for the nine months ended  September  30, 2000 were $3.7 million of
special  dividends  from the FHLB of San  Francisco  and $2.8 million of special
dividends from the FHLB of Dallas for a total of $6.5 million.


<PAGE>


           INTEREST ON DEPOSITS

           In the third quarter of 2000,  interest on deposits  increased by $76
million or 24.5% from the comparable  period in 1999. The third quarter increase
was due to a 75 basis point  increase in the average cost of deposits and a $1.8
billion increase in the average balance of deposits. In the first nine months of
2000,  interest  on  deposits  increased  by $160  million  or  17.4%  from  the
comparable  period in 1999.  The nine month  increase was  primarily due to a 44
basis point increase in the average cost of deposits and a $1.7 billion increase
in the average balance of deposits.

           INTEREST ON ADVANCES AND OTHER BORROWINGS

           For the third  quarter  and first nine  months of 2000,  interest  on
advances  and other  borrowings  increased  by $200  million  or 142.5% and $369
million or 90.5%,  respectively,  from the comparable periods of 1999. The third
quarter  increase was primarily  due to a $10.4 billion  increase in the average
balance and a 218 basis point increase in the average cost of these  borrowings.
The nine month  increase was  primarily  due to a $6.6  billion  increase in the
average  balance  and a 160 basis point  increase  in the average  cost of these
borrowings.

           PROVISION FOR (RECOVERY OF) LOAN LOSSES

           The  provision  for loan losses was $1.1  million  and $5.9  million,
respectively,  for the three and nine months ended September 30, 2000,  compared
to a recovery of $1.3 million and $1.4 million for the same periods in 1999. The
provision  in 2000  reflected  the  rapid  growth  of the  loan  portfolio.  The
recoveries in 1999 reflected declining  nonperforming  assets as a result of the
strong housing market and economy.

           NONINTEREST INCOME

           Noninterest income was $41 million and $115 million for the three and
nine months ended  September 30, 2000,  compared to $31 million and $109 million
for the same periods in 1999.  The increase in 2000 was  partially due to higher
loan fee income. In addition,  for the three and nine months ended September 30,
2000, other income included $6 million and $17 million,  respectively, of income
earned on our check  outsourcing  program which started in September 1999. Under
the new program,  interest from float on outstanding checks is reported in other
income  instead  of  interest  income as had been done  previously.  In the nine
months ended September 30, 1999,  other income also included gains of $8 million
from the sale of four savings  offices  located in markets  with limited  growth
potential. There were no branch sales in 2000.

           GENERAL AND ADMINISTRATIVE EXPENSES

           For the third  quarter  and first nine  months of 2000,  general  and
administrative expenses (G&A) were $107 million and $309 million,  respectively,
compared to $96 million and $285 million for the comparable periods in 1999. G&A
as a  percentage  of average  assets on an  annualized  basis was .84% and .88%,
respectively,  for the third  quarter and first nine months of 2000  compared to
 .98% for the same  periods in 1999.  G&A  expenses  increased in 2000 because of
ongoing investments in personnel,  facilities, and technology. However, G&A as a
percentage of average  assets  decreased  during 2000 because assets grew faster
than G&A expense.


<PAGE>


           TAXES ON INCOME

     The  Company  utilizes  the  accrual  method of  accounting  for income tax
purposes and for  preparing its published  financial  statements.  For financial
reporting purposes only, the Company uses purchase accounting in connection with
certain assets acquired  through  mergers.  The purchase  accounting  portion of
income is not subject to tax.

     Taxes as a  percentage  of  earnings  were 37.8% for the third  quarter and
first nine months of 1999 compared to 37.4% for the same periods a year ago.

LIQUIDITY AND CAPITAL RESOURCES

     WFSB's  principal  sources of funds are cash flows generated from earnings;
deposits;  loan repayments;  sales of loans;  wholesale certificates of deposit;
borrowings from the FHLB;  investments and borrowings from its affiliates;  debt
collateralized by mortgages, MBS, or securities; and the issuance of medium-term
notes. In addition,  WFSB has other alternatives  available to provide liquidity
or finance operations including federal funds purchased,  borrowings from public
offerings of debt, issuances of commercial paper, and borrowings from commercial
banks. Furthermore,  under certain conditions,  WFSB may borrow from the Federal
Reserve Bank of San Francisco to meet short-term cash needs. The availability of
these funds will vary depending  upon policies of the FHLB, the Federal  Reserve
Bank of San Francisco, and the Federal Reserve Board. For a discussion of WFSB's
liquidity  positions at September  30, 2000 and 1999 and December 31, 1999,  see
the Cash and Investments section on page 12.

     WSL's  principal  sources of funds are cash flows  generated from earnings;
deposits; loan repayments;  borrowings from the FHLB; and debt collateralized by
mortgages,  MBS,  or  securities.  In  addition,  WSL  has  a  number  of  other
alternatives available to provide liquidity or finance operations. These include
federal funds purchased, borrowings from its affiliates,  borrowings from public
offerings of debt, sales of loans, wholesale certificates of deposit,  issuances
of commercial  paper, and borrowings from commercial banks.  Furthermore,  under
certain  conditions,  WSL  may  borrow  from  the  Federal  Reserve  Bank of San
Francisco to meet  short-term cash needs.  The  availability of these funds will
vary  depending  upon  policies  of the FHLB,  the Federal  Reserve  Bank of San
Francisco,  and the Federal  Reserve Board.  For a discussion of WSL's liquidity
positions at September 30, 2000 and 1999 and December 31, 1999, see the Cash and
Investments section on page 12.

     WSSB's  principal  sources of funds are cash flows generated from earnings;
deposits; loan repayments;  borrowings from the FHLB Dallas; debt collateralized
by mortgages or securities; and borrowings from its affiliates.

     The principal sources of funds for WFSB's, WSL's, and WSSB's parent, Golden
West, are dividends from subsidiaries, interest on investments, and the proceeds
from  the  issuance  of  debt  and  equity  securities.  Various  statutory  and
regulatory  restrictions  and tax  considerations  limit the amount of dividends
WFSB and WSL can pay.  The  principal  liquidity  needs of  Golden  West are for
payment of interest  and  principal on  subordinated  debt  securities,  capital
contributions  to its  subsidiaries  (including $117 thousand for the year ended
December 31, 1999 and $20 million for the nine months ended September 30, 2000),
dividends to stockholders,  the purchase of Golden West stock (see stockholders'
equity  section  on page  25),  and  general  and  administrative  expenses.  At
September 30, 2000 and 1999 and December 31, 1999,  Golden West's total cash and
investments   amounted  to  $516  million,   $680  million,  and  $761  million,
respectively.  Included in the September 30, 2000 and 1999 and December 31, 1999
amounts are loans to WFSB.


<PAGE>


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

           Golden West  estimates the  sensitivity of the Company's net interest
income,  net  earnings,   and  capital  ratios  to  interest  rate  changes  and
anticipated  growth based on simulations  using an  asset/liability  model which
takes into account the lags described on pages 11 and 29. The  simulation  model
projects net  interest  income,  net  earnings,  and capital  ratios based on an
immediate  interest  rate  increase  that is sustained  for a  thirty-six  month
period. The model is based on the actual maturity and repricing  characteristics
of interest-rate sensitive assets and liabilities. For certain assets, the model
incorporates  assumptions  regarding  the impact of changing  interest  rates on
prepayment  rates  which  are  based  on  the  Company's  historical  prepayment
information. The model factors in projections for anticipated activity levels by
product lines offered by the Company.  Based on the  information and assumptions
in effect at September 30, 2000, Management believes that a 200 basis point rate
increase sustained over a thirty-six month period would not affect the Company's
long-term profitability and financial strength.



<PAGE>


PART II.   OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)        Index to Exhibits

    Exhibit No. Description
    ----------  -----------
        3(a)   Certificate of Incorporation, as amended, and amendments thereto,
               are  incorporated  by reference to Exhibit 3(a) to the  Company's
               Annual  Report on Form 10-K (File No.  1-4269) for the year ended
               December 31, 1990.

        3(b)   By-Laws of the Company,  as amended in 1997, are  incorporated by
               reference to Exhibit 3(a) to the Company's  Annual Report on Form
               10-K (File No. 1-4269) for the year ended December 31, 1997.

        4(a)   The Registrant agrees to furnish to the Commission, upon request,
               a copy of each  instrument  with  respect to issues of  long-term
               debt,  the authorized  principal  amount of which does not exceed
               10% of the total assets of the Company.

        10(a)  1996 Stock Option Plan, as amended,  is incorporated by reference
               to  Exhibit A of the  Company's  Definitive  Proxy  Statement  on
               Schedule 14A,  filed on March 15, 1996,  for the  Company's  1996
               Annual Meeting of Stockholders.

        10(b)  Annual  Incentive  Bonus Plan is  incorporated  by  reference  to
               Exhibit A of the Company's Definitive Proxy Statement on Schedule
               14A,  filed on March 16,  1998,  for the  Company's  1998  Annual
               Meeting of Stockholders.

        10(c)  Deferred Compensation  Agreement between the Company and James T.
               Judd  is  incorporated  by  reference  to  Exhibit  10(b)  of the
               Company's  Annual  Report on Form 10-K (File No.  1-4629) for the
               year ended December 31, 1986.

        10(d)  Deferred  Compensation  Agreement between the Company and Russell
               W. Kettell is  incorporated  by reference to Exhibit 10(c) of the
               Company's  Annual  Report on Form 10-K (File No.  1-4629) for the
               year ended December 31, 1986.


<PAGE>


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K (Continued)

(a)  Index to Exhibits (continued)

  Exhibit No.  Description
  -----------  -----------

        10(e)  Form of  Supplemental  Retirement  Agreement  between the Company
               and certain  executive  officers is  incorporated by reference to
               Exhibit 10(j) to the  Company's  Annual Report on Form 10-K (File
               No. 1-4629) for the year ended December 31, 1990.

        10(f)  Operating lease on Company headquarters  building,  1901 Harrison
               Street,  Oakland,  California 94612, is incorporated by reference
               to Exhibit 10(h) of the Company's  Quarterly  Report on Form 10-Q
               (File No. 1-4629) for the quarter ended September 30, 1998.

        11     Statement of Computation of Earnings Per Share

        27     Financial Data Schedule


(b)  Reports on Form 8-K

     The  Registrant  did not  file  any  current  reports  on Form 8-K with the
     Commission during the first nine months of 2000.





<PAGE>

                                   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 9, 2000             /s/  Russell W. Kettell
                                     ----------------------------
                                     Russell W. Kettell
                                     President and
                                     Chief Financial Officer


                                     /s/  William C. Nunan
                                     ----------------------------
                                     William C. Nunan
                                     Chief Accounting Officer