SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

For the Quarter Ended March 31, 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
April 30, 2000, was 158,089,133 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 months ended
March 31,  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  month  periods  have been
included.  The operating  results for the three months ended March 31, 2000, are
not necessarily indicative of the results for the full year.
<TABLE>
<CAPTION>


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


                                                                         March 31       March 31     December 31
                                                                           2000           1999           1999
                                                                        ------------  -------------  -------------
                                                                               (Unaudited)
                                                                        ---------------------------

Assets:
<S>                                                                     <C>           <C>            <C>
  Cash                                                                  $   277,667   $    196,974   $    333,793
  Securities available for sale at fair value                               455,709        331,937        319,444
  Other investments at cost                                               1,088,499      1,154,996        467,156
  Purchased mortgage-backed securities available for sale                    74,745        103,290         79,009
  Purchased mortgage-backed securities held to maturity                     423,160        518,887        434,711
  Mortgage-backed securities with recourse held to maturity              10,952,263      8,584,619     11,147,901
  Loans receivable                                                       30,432,413     26,020,901     27,919,817
  Interest earned but uncollected                                           190,986        186,761        175,351
  Investment in capital stock of Federal Home Loan Banks--at cost
      which approximates fair value                                         671,056        790,955        541,013
  Real estate held for sale or investment                                    14,410         30,310         13,711
  Other assets                                                              766,285        472,851        431,806
  Premises and equipment--at cost less accumulated depreciation             289,047        273,612        278,493
                                                                        ------------  -------------  -------------
                                                                        $45,636,240    $38,666,093    $42,142,205
                                                                        ============  =============  =============

Liabilities and Stockholders' Equity:
  Deposits                                                              $27,974,252    $26,395,440    $27,714,910
  Advances from Federal Home Loan Banks                                  12,224,073      6,114,548      8,915,218
  Securities sold under agreements to repurchase                            867,049        692,624      1,045,176
  Federal funds purchased                                                       -0-        475,000            -0-
  Accounts payable and accrued expenses                                     300,739        544,818        183,571
  Taxes on income                                                           344,296        370,842        275,526
  Subordinated notes--net of discount                                       713,167        912,033        812,950
  Stockholders' equity                                                    3,212,664      3,160,788      3,194,854
                                                                        ------------  -------------  -------------
                                                                        $45,636,240    $38,666,093    $42,142,205
                                                                        ============  =============  =============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

                               Three Months Ended
                                    March 31
                                                    ----------------------------
                                                        2000           1999
                                                    -------------   ------------
  Interest Income:
<S>                                                   <C>            <C>
      Interest on loans                               $  537,087     $  476,244
      Interest on mortgage-backed securities             211,317        168,751
      Interest and dividends on investments               44,150         49,966
                                                    -------------   ------------
                                                         792,554        694,961
  Interest Expense:
      Interest on deposits                               340,010        307,567
      Interest on advances                               144,490         86,751
      Interest on repurchase agreements                   16,664         13,547
      Interest on other borrowings                        21,759         36,395
                                                    -------------   ------------
                                                         522,923        444,260
                                                    -------------   ------------
          Net Interest Income                            269,631        250,701
  Provision for loan losses                                  969            574
                                                    -------------   ------------
          Net Interest Income after Provision
              for Loan Losses                            268,662        250,127
  Noninterest Income:
      Fees                                                16,242         16,159
      Gain on the sale of securities, MBS, and loans       1,438         10,063
      Other                                               15,811          9,077
                                                    -------------   ------------
                                                          33,491         35,299
  Noninterest Expense:
      General and administrative:
          Personnel                                       57,280         51,798
          Occupancy                                       17,058         16,287
          Deposit insurance                                1,412          1,393
          Advertising                                      2,174          2,179
          Other                                           22,036         21,389
                                                    -------------   ------------
                                                          99,960         93,046

  Earnings before Taxes on Income                        202,193        192,380
      Taxes on Income                                     76,259         72,012
                                                    -------------   ------------
  Net Earnings                                        $  125,934     $  120,368
                                                    =============   ============

  Basic Earnings Per Share                            $      .79     $      .71
                                                    =============   ============

  Diluted Earnings Per Share                          $      .78     $      .70
                                                    =============   ============

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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


                                                              Three Months Ended
                                                                   March 31
                                                          ----------------------------
                                                             2000            1999
                                                          ------------   -------------
 Cash Flows from Operating Activities:
<S>                                                        <C>             <C>
  Net earnings                                             $  125,934      $  120,368
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Provision for loan losses                                     969             574
    Amortization of loan (fees), costs, and (discounts)           971          (6,194)
    Depreciation and amortization                               7,034           6,937
    Loans originated for sale                                 (54,746)       (287,064)
    Sales of loans                                             72,509         535,344
    Decrease (increase) in interest earned butuncollected     (14,958)         22,567
    Federal Home Loan Bank stock dividends                     (8,457)        (20,967)
    Increase in other assets                                 (334,719)       (106,244)
    Increase in accounts payable and accrued expenses         117,355          66,855
    Increase in taxes on income                                76,031          62,640
    Other, net                                                 (1,434)         (1,249)
                                                          ------------   -------------
      Net cash provided by (used in) operating activities     (13,511)        393,567

Cash Flows from Investing Activities:
  New loan activity:
    New real estate loans originated for portfolio         (3,711,665)     (1,790,916)
    Real estate loans purchased                                  (185)           (460)
    Other, net                                                (43,346)        (10,581)
                                                          ------------   -------------
                                                           (3,755,196)     (1,801,957)
  Real estate loan principal payments:
    Monthly payments                                          140,453         151,930
    Payoffs, net of foreclosures                              796,793       1,168,958
                                                          ------------   -------------
                                                              937,246       1,320,888

  Repayments of mortgage-backed securities                    485,476         750,827
  Proceeds from sales of real estate                           12,811          40,407
  Purchases of securities available for sale               (1,428,019)       (150,014)
  Sales of securities available for sale                          -0-               9
  Matured securities available for sale                     1,276,016         154,208
  Increase in other investments                              (621,343)       (732,611)
  Purchases of Federal Home Loan Bank stock                  (122,263)            -0-
  Additions to premises and equipment                         (18,404)         (8,397)
                                                          ------------   -------------
    Net cash used in investing activities                  (3,233,676)       (426,640)

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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


                                                               Three Months Ended
                                                                    March 31
                                                            --------------------------
                                                               2000           1999
                                                            -----------    -----------
   Cash Flows from Financing Activities:
<S>                                                            <C>            <C>
     Net increase in deposits                               $  259,342     $  176,345
     Additions to Federal Home Loan Bank advances            4,116,650      1,508,650
     Repayments of Federal Home Loan Bank advances            (807,795)    (1,557,573)
     Proceeds from agreements to repurchase securities         706,987             95
     Repayments of agreements to repurchase securities        (885,114)      (559,940)
     Increase in federal funds purchased                           -0-        475,000
     Repayment of subordinated debt                           (100,000)           -0-
     Dividends on common stock                                  (8,406)        (7,921)
     Exercise of stock options                                   1,187          2,067
     Purchase and retirement of Company stock                  (91,790)       (57,551)
                                                            -----------    -----------
       Net cash provided by (used in) financing activities   3,191,061        (20,828)
                                                            -----------    -----------
   Net Increase (Decrease) in Cash                             (56,126)       (53,901)
   Cash at beginning of period                                 333,793        250,875
                                                            -----------    -----------
   Cash at end of period                                     $ 277,667      $ 196,974
                                                            ===========    ===========

   Supplemental cash flow information:
     Cash paid for:
       Interest                                              $ 487,535      $ 435,393
       Income taxes                                                347          9,486
     Cash received for interest and dividends                  766,919        717,528
     Noncash investing activities:
       Loans converted from adjustable rate to
           fixed-rate                                            8,021        171,370
       Loans transferred to foreclosed real estate              11,730         20,072
       Loans securitized into mortgage-backed securities
           with recourse held to maturity                      312,700            -0-

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

                                                      For the Three Months Ended March 31, 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-      125,934              -0-       125,934      $   125,934
  Change in unrealized gains on
    securities available for sale,
    net of tax                          -0-           -0-          -0-           (9,115)       (9,115)          (9,115)
                                                                                                         --------------
    Comprehensive Income                                                                                    $  116,819
                                                                                                         ==============
Common stock issued upon
  exercise of stock options,
  including tax benefits                 12         1,175          -0-              -0-         1,187
Purchase and retirement of
  Company stock                        (314)          -0-      (91,476)             -0-       (91,790)
Cash dividends on common
  stock ($.0525 per share)              -0-           -0-       (8,406)             -0-        (8,406)
                                   ---------   -----------  -----------  ---------------  ------------
Balance at March 31, 2000          $ 15,834     $ 136,730   $2,911,398      $   148,702   $ 3,212,664
                                   =========   ===========  ===========  ===============  ============
</TABLE>
<TABLE>
<CAPTION>

                                                      For the Three Months Ended March 31, 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-      120,368              -0-       120,368       $  120,368
  Change in unrealized gains on
    securities available for sale,
    net of tax                          -0-           -0-          -0-          (20,118)      (20,118)         (20,118)
  Reclassification adjustment
    for gains included in income        -0-           -0-          -0-             (375)         (375)            (375)
                                                                                                         --------------
    Comprehensive Income                                                                                    $   99,875
                                                                                                         ==============
Common stock issued upon
  exercise of stock options,
  including tax benefits                  7         2,060          -0-               -0-         2,067
Purchase and retirement of
  Company stock                         (62)          -0-      (57,489)              -0-       (57,551)
Cash dividends on common
  stock ($.0467 per share)              -0-           -0-       (7,921)              -0-        (7,921)
                                   ---------   -----------  -----------  ---------------  ------------
Balance at March 31, 1999           $ 5,631     $ 124,219   $2,836,883      $    194,055   $ 3,160,788
                                   =========   ===========  ===========  ===============  ============

</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  material  changes in results of  operations  during the three  month
periods ended March 31, 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 March 31, 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.
<PAGE>

<TABLE>
<CAPTION>


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

                                                         March 31        March 31         December 31
                                                           2000            1999              1999
                                                       -------------    ------------     --------------
<S>                                                    <C>              <C>               <C>
 Assets                                                $ 45,636,240    $ 38,666,093       $ 42,142,205
 Loans receivable including mortgage-backed securities   41,882,581      35,227,697         39,581,438
 Deposits                                                27,974,252      26,395,440         27,714,910
 Stockholders' equity                                     3,212,664       3,160,788          3,194,854
 Stockholders' equity/total assets                            7.04%           8.17%              7.58%
 Book value per common share                           $      20.29    $      18.71       $      19.80
 Common shares outstanding                              158,340,533     168,938,397        161,357,833
 Diluted common shares outstanding                      159,359,785     170,649,195        162,607,506
 Yield on loan portfolio                                      7.36%           7.25%              7.16%
 Yield on mortgage-backed securities                          7.36%           7.02%              7.17%
 Yield on investments                                         6.38%           5.55%              5.88%
 Yield on earning assets                                      7.33%           7.14%              7.15%
 Cost of deposits                                             4.84%           4.58%              4.69%
 Cost of borrowings                                           5.94%           5.73%              5.77%
 Cost of funds                                                5.21%           4.85%              5.00%
 Yield on earning assets less cost of funds                   2.12%           2.29%              2.15%
 Ratio of nonperforming assets to total assets                 .51%            .72%               .56%
 Ratio of troubled debt restructured to total assets           .01%            .04%               .03%
 World Savings Bank, a Federal Savings Bank:
   Total assets                                        $ 41,525,715    $ 31,893,907       $ 37,835,121

   Net worth                                              2,611,547       2,248,514          2,514,191
   Net worth/total assets                                     6.29%           7.05%              6.65%
   Regulatory capital ratios:
     Core capital                                             6.29%           7.04%              6.64%
     Risk-based capital                                      11.57%          13.18%             11.95%
 World Savings and Loan Association:
   Total assets                                         $ 4,923,357     $ 6,433,946       $  5,051,847
   Net worth                                                559,857         701,150            540,224
   Net worth/total assets                                    11.37%          10.90%             10.69%
   Regulatory capital ratios:
     Core capital                                             8.65%           8.21%              7.86%
     Risk-based capital                                      16.93%          18.23%             15.47%
 World Savings Bank, a State Savings Bank:
   Total assets                                         $ 4,001,810     $ 3,508,260       $  3,530,548
   Net worth                                                206,952         190,175            202,846
   Net worth/total assets                                     5.17%           5.42%              5.75%
   Regulatory capital ratios:
     Tier 1 leverage capital                                  5.64%           5.35%              5.66%
     Total risk-based capital                                24.45%          25.81%             26.93%

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

                                                         Three Months Ended
                                                               March 31
                                                      -------------------------
                                                         2000          1999
                                                      -----------   -----------
<S>                                                  <C>           <C>
  New real estate loans originated                   $ 3,766,411   $ 2,077,980
  Fully indexed rate on new real estate loans              7.91%         7.60%
  Current rate on new real estate loans (a)                6.06%         6.14%
  New adjustable rate mortgages as a percentage of
     new real estate loans originated                     96.37%        80.11%
  Increase in deposits (b)                           $   259,342   $   176,345
  Net earnings                                           125,934       120,368
  Basic earnings per share                                   .79           .71
  Diluted earnings per share                                 .78           .70
  Cash dividends on common stock                           .0525         .0467
  Average common shares outstanding                  159,958,610   169,742,922
  Average diluted common shares outstanding          160,831,775   171,437,937
  Ratios:(c)
    Net earnings/average net worth (ROE)                  15.70%        15.31%
    Net earnings/average assets (ROA)                      1.16%         1.25%
    Net interest income/average assets                     2.49%         2.61%
    General and administrative expense/average assets       .92%          .97%
    Efficiency ratio (d)                                  32.98%        32.53%
</TABLE>

(a)  The current  rate  reflects  the actual rate being paid by the  borrower at
     time of origination.
(b)  Includes an increase of $150 million of wholesale  deposits for the quarter
     ended March 31, 2000.
(c)  Ratios are  annualized by  multiplying  the quarterly  computation by four.
     Averages are  computed by adding the  beginning  balance and each  monthend
     balance during the quarter and dividing by four.
(d)  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 March 31,
  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

                                                                March 31
                                                           --------------------       December 31
                                                             2000        1999             1999
                                                           -------      -------       -------------
       Assets:
<S>                                                           <C>          <C>              <C>
          Cash and investments                                4.0%         4.4%             2.7%
          Loans receivable including mortgage-backed
            securities                                       91.8         91.1             93.9
          Other assets                                        4.2          4.5              3.4
                                                           -------      -------          -------
                                                            100.0%       100.0%           100.0%
                                                           =======      =======          =======
       Liabilities and Stockholders' Equity:
          Deposits                                           61.3%        68.3%            65.8%
          Federal Home Loan Bank advances                    26.8         15.8             21.2
          Securities sold under agreements to repurchase      1.9          1.8              2.5
          Federal funds purchased                             0.0          1.2              0.0
          Other liabilities                                   1.4          2.3              1.0
          Subordinated debt                                   1.6          2.4              1.9
          Stockholders' equity                                7.0          8.2              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 deposits and borrowings  and the repricing of mortgage loans and  investments
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 March 31, 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  initially  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 the current month  reflects the
actual Golden West Cost of Savings at the end of the previous month.  Therefore,
there is a one-month repricing lag for these types of loans.
<TABLE>
<CAPTION>

                                     TABLE 2

            Repricing of Interest-Earning Assets and Interest-Bearing
                   Liabilities, Repricing Gaps, and Gap Ratio
                              As of March 31, 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                            $  1,384       $     50      $     14      $     96    $   1,544
  Mortgage-backed securities               10,021            162           644           623       11,450
  Loans receivable:
    Rate-sensitive                         26,241          2,590           299           -0-       29,130
    Fixed-rate                                 32             95           374           713        1,214
  Other(b)                                    875            -0-           -0-           -0-          875
  Impact of interest rate swaps               540            126          (666)          -0-          -0-
                                       -----------   ------------   -----------   -----------  -----------
Total                                   $  39,093       $  3,023      $    665      $  1,432    $  44,213
                                       ===========   ============   ===========   ===========  ===========
Interest-Bearing Liabilities:
  Deposits(c)                           $  16,519       $   8,918     $  2,506      $     31    $  27,974
  FHLB advances                            11,600             215          109           300       12,224
  Other borrowings                            867             115          598           -0-        1,580
  Impact of interest rate swaps               223             (48)        (175)          -0-          -0-
                                       -----------   ------------   -----------   -----------   ----------
Total                                   $  29,209       $   9,200     $  3,038      $    331    $  41,778
                                       ===========   ============   ===========   ===========   ==========

Repricing gap                           $   9,884       $  (6,177)    $ (2,373)     $  1,101
                                       ===========   ============   ===========   ===========
Cumulative gap                          $   9,884       $   3,707     $  1,334      $  2,435
                                       ===========   ============   ===========   ===========
Cumulative gap as a percentage of
    total assets                            21.7%            8.1%         2.9%
                                       ===========   ============   ===========
</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 March 31, 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 March  31,  2000 and  1999  and  December  31,  1999,  the  Company  had
securities  available for sale in the amount of $456 million,  $332 million, and
$319 million,  respectively,  including unrealized gains on securities available
for sale of $244 million, $317 million, and $260 million, respectively. At March
31, 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 March 31, 2000 and 1999
and December 31, 1999, were  collateralized  mortgage  obligations (CMOs) in the
amount of $92 million, $194 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 March 31, 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),  and
purchases  MBS. MBS and  MBS-REMICs  are available to be used as collateral  for
borrowings.  At March 31, 2000 and 1999 and December  31,  1999,  the balance of
loans receivable  including mortgage backed securities was $41.9 billion,  $35.2
billion, and $39.6 billion, respectively. Included in the $41.9 billion at March
31,  2000 was $4.0  billion  of Federal  National  Mortgage  Association  (FNMA)
mortgage-backed  securities  with the  underlying  loans  subject to full credit
recourse  to the  Company,  $6.9  billion  of  MBS-REMICs,  and $498  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 $35.2  billion at March 31,  1999 was $3.6  billion of FNMA MBS
with the underlying  loans subject to full credit recourse to the Company,  $5.0
billion of MBS-REMICs, and $622 million of purchased MBS.

     MORTGAGE-BACKED SECURITIES

     At March 31, 2000 and 1999 and December 31, 1999,  the Company had MBS held
to maturity in the amount of $11.4  billion,  $9.1 billion,  and $11.6  billion,
respectively.  The increase in MBS from March 31, 1999 to March 31, 2000 was due
to the  securitization  of $3.7 billion of mortgage loans into MBS-REMICs during
the second  quarter of 1999,  the  securitization  of $1.1 billion of adjustable
rate mortgages  (ARMs) into FNMA  COFI-indexed  MBS during the fourth quarter of
1999, and the  securitization of $313 million of ARMs into FNMA COFI-indexed MBS
in the first three months 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.



<PAGE>


     At March 31,  2000 and 1999 and  December  31,  1999,  the  Company had MBS
available for sale in the amount of $75 million,  $103 million, and $79 million,
respectively,  including  unrealized  gains  on MBS  available  for  sale  of $1
million, $4 million,  and $1 million,  respectively.  At March 31, 2000 and 1999
and December 31, 1999, the Company had no trading MBS.

     Repayments  of MBS  during  the first  quarter  of 2000  were $485  million
compared to $751 million in the same period of 1999. MBS  repayments  were lower
during the first three  months of 2000 as compared to the first three  months of
1999 due to a decrease in the prepayment rate.

     LOANS

     New loan originations for the three months ended March 31, 2000 amounted to
$3.8  billion  compared to $2.1  billion  for the same period in 1999.  The high
volume of originations  during 2000 was due to a continued demand for adjustable
rate loans, the Company's  primary product,  as the cost of fixed-rate loans was
substantially  higher than a year ago.  Refinanced loans  constituted 38% of new
loan originations for the three months ended March 31, 2000, compared to 49% for
the three months ended March 31, 1999.

     Loans  originated  for sale  amounted to $55  million for the three  months
ended March 31, 2000,  compared to $287 million for the same period in 1999. The
reduction  in  loans  originated  for  sale  in  2000 as  compared  to 1999  was
attributable  to the  decrease in  fixed-rate  originations  due to higher rates
being  charged on  fixed-rate  loans.  During the first three months of 2000, $8
million of loans were converted from  adjustable  rate to fixed rate compared to
$171 million for the same period in 1999. The Company  continues to sell most of
its fixed-rate loans and for the three months ended March 31, 2000 and 1999, the
Company sold $73 million and $535 million, respectively, of fixed-rate loans.

     At March 31, 2000,  the Company had lending  operations  in 29 states.  The
largest  source  of  mortgage   origination  is  loans  secured  by  residential
properties  in  California.  For the three months  ended March 31, 2000,  62% of
total loan originations were on residential properties in California compared to
64% for the same period in 1999. The five largest states, other than California,
for originations for the three months ended March 31, 2000, were Florida, Texas,
New  Jersey,  Washington,  and  Colorado  with a combined  total of 19% of total
originations.   The   percentage   of  the  total  loan   portfolio   (including
mortgage-backed  securities with recourse and  MBS-REMICs)  that is comprised of
residential  loans in  California  was 64% at March 31, 2000 compared to 65% and
64% at March 31, 1999 and December 31, 1999, respectively.

     Golden  West  originates  adjustable  rate  mortgages  tied to a variety of
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).


<PAGE>


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

                                     TABLE 3

                 Adjustable Rate Mortgage Originations by Index
                             (Dollars in thousands)

                                       March 31
                              ---------------------------
            ARM Index             2000           1999
       ------------------     ------------   ------------
<S>                           <C>              <C>
              COFI            $ 1,107,887    $   548,633
              COSI              2,329,187      1,077,388
              TCM                 192,411         38,650
                              ------------   ------------
                              $ 3,629,485    $ 1,664,671
                              ============   ============
</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 March 31, 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)

                                         March 31
                              --------------------------------     December 31
             ARM Index             2000              1999              1999
        -----------------    --------------   ---------------   ---------------
<S>                            <C>               <C>               <C>
              COFI             $ 26,282,919      $ 28,354,954      $ 26,217,670
              COSI               11,292,632         2,720,655         9,182,829
              TCM                 1,399,167         1,250,474         1,266,541
              Other                 153,274           185,290           152,470
                              --------------   ---------------   ---------------
                               $ 39,127,992      $ 32,511,373      $ 36,819,510
                              ==============   ===============   ===============
</TABLE>


     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  three  months  of 2000,  20% of loans  originated
exceeded  80% of the  appraised  value of the secured  property,  including  $84
million of firsts and $653 million 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%.  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% of
the original balance of the insured pool.


<PAGE>


     The following table shows mortgage originations with LTV ratios or combined
LTV ratios greater than 80% for the three months ended March 31, 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
                                                 March 31
                                        ----------------------------
                                           2000            1999
                                        ------------    ------------
First mortgages with loan to value ratios greater than 80%:
<S>                                         <C>          <C>
    With insurance                          $17,937      $ 23,171

    With no insurance                        65,898        39,099
                                        ------------    ------------
                                             83,835        62,270
                                        ------------    ------------
First and second mortgages with combined loan to value ratios greater than 80%:
    With pool insurance                     431,337           -0-
    With no insurance                       221,904       176,523
                                        ------------    ------------
                                            653,241       176,523
                                        ------------    ------------

    Total                                  $737,076      $238,793
                                        ============    ============
</TABLE>


The following table shows the outstanding balance of mortgages with original LTV
or combined LTV ratios greater than 80% at March 31, 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)

                                                   March 31
                                        --------------------------------
                                            2000              1999
                                        --------------    --------------
First mortgages with loan to value ratios greater than 80%:
<S>                                        <C>             <C>
    With insurance                         $  382,682      $  468,027
    With no insurance                         860,295         882,835
                                        --------------    --------------
                                            1,242,977       1,350,862
                                        --------------    --------------
First and second mortgages with combined loan to value ratios greater than 80%:
    With pool insurance                     1,474,347             -0-
    With no insurance                         343,320          85,347
                                        --------------    --------------
                                            1,817,667          85,347
                                        --------------    --------------

    Total                                 $ 3,060,644      $1,436,209
                                        ==============    ==============
</TABLE>


     The tables on the following two pages show the Company's  loan portfolio by
state at March 31, 2000 and 1999.



<PAGE>
<TABLE>
<CAPTION>


                                     TABLE 7

                             Loan Portfolio by State
                                 March 31, 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         $23,167,754    $3,364,154      $   180       $  26,555     $26,558,643       63.98%
Florida              1,919,802        14,815          -0-             457       1,935,074        4.66
Texas                1,673,129        57,312          366           1,172       1,731,979        4.17
New Jersey           1,446,977           -0-          -0-           3,574       1,450,551        3.49
Illinois             1,270,942       119,156          -0-             -0-       1,390,098        3.35
Washington             788,672       506,111          -0-             -0-       1,294,783        3.12
Colorado             1,050,957       176,666          -0-           5,127       1,232,750        2.97
Arizona                896,166        18,341          -0-             -0-         914,507        2.20
Pennsylvania           823,883         4,079          -0-           2,529         830,491        2.00
Other (b)            4,127,268        42,206           47           6,128       4,175,649       10.06
                   ------------   -----------   ----------   -------------    ------------   ---------
  Totals           $37,165,550    $4,302,840      $   593       $  45,542      41,514,525      100.00%
                   ============   ===========   ==========   =============                   =========

SFAS 91 deferred loan costs                                                        92,159
Loan discount on purchased loans                                                   (1,847)
Undisbursed loan funds                                                             (5,761)
Allowance for loan losses                                                        (233,016)
Loans to facilitate (LTF) interest reserve                                           (258)
Troubled debt restructured (TDR) interest reserve                                    (677)
Loans on deposits                                                                  19,551
                                                                              ------------
   Total loan portfolio and loans securitized into FNMA MBS with recourse
   and MBS-REMICs                                                               41,384,676
Loans securitized into FNMA MBS with recourse and MBS-REMICs                   (10,952,263)(c)
                                                                              ------------
     Total loan portfolio                                                      $30,432,413
                                                                              ============
</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 March 31, 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
                                 March 31, 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         $19,452,910    $3,301,332      $   204       $  37,569     $22,792,015       65.43%
Florida              1,473,511        17,745            2             681       1,491,939        4.28
Texas                1,385,186        63,824          488           1,310       1,450,808        4.17
New Jersey           1,187,975           -0-          -0-           4,557       1,192,532        3.42
Illinois             1,120,218       142,985          -0-             -0-       1,263,203        3.63
Washington             553,257       433,808          -0-             677         987,742        2.84
Colorado               920,537       186,859          -0-           5,510       1,112,906        3.20
Arizona                737,057        22,555          -0-             -0-         759,612        2.18
Pennsylvania           640,386         4,146          -0-           2,821         647,353        1.86
Other (b)            3,078,995        42,147           63           9,899       3,131,104        8.99
                   ------------   -----------   ----------   -------------    ------------   ---------
  Totals           $30,550,032    $4,215,401      $   757       $  63,024      34,829,214      100.00%
                   ============   ===========   ==========   =============                   =========

SFAS 91 deferred loan fees                                                         (3,647)
Loan discount on purchased loans                                                   (2,878)
Undisbursed loan funds                                                             (2,928)
Allowance for loan losses                                                        (236,476)
Loans to facilitate (LTF) interest reserve                                           (361)
Troubled debt restructured (TDR) interest reserve                                  (1,372)
Loans on deposits                                                                  23,968
                                                                              ------------
   Total loan portfolio and loans securitized into FNMA MBS with recourse
   and MBS-REMICs                                                              34,605,520
Loans securitized into FNMA MBS with recourse and MBS-REMICs                   (8,584,619)(c)
                                                                              ------------
     Total loan portfolio                                                     $26,020,901
                                                                              ============
</TABLE>

(a)  The  Company has no  commercial  loans  other than  commercial  real estate
     loans.
(b)  Includes states with loans less than 1.5% of total loans.
(c)  The above schedule  includes the March 31, 1999 balances of loans that were
     securitized and retained as FNMA MBS with recourse and MBS-REMICs.


<PAGE>


     The Company  continues  to  emphasize  ARM loans with  interest  rates that
change  periodically  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 March 31, 2000 compared to 93% at March 31, 1999
and December 31, 1999. The Company's ARM originations for the first three months
of 2000  constituted  96% of new mortgage loans made in 1999 compared to 80% for
the first three 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
12.40%,  or 5.04%  above the actual  weighted  average  rate at March 31,  2000,
versus 12.59%, or 5.47% above the weighted average rate at March 31, 1999.

     Approximately  $4.9 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
March 31,  2000,  $386 million of ARM loans had reached  their rate floors.  The
weighted  average floor rate on the loans that had reached their floor was 7.73%
at March 31, 2000  compared to 7.69% at March 31, 1999.  Without the floor,  the
average rate on these loans would have been 7.14% at March 31, 2000 and 6.88% at
March 31, 1999.

     Loan repayments consist of monthly loan amortization and loan payoffs.  For
the three  months  ended  March 31,  2000,  loan  repayments  were $937  million
compared  to $1.3  billion  in the same  period of 1999.  The  decrease  in loan
repayments  was primarily due to a decrease in loan payoffs in the first quarter
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  months ended
March 31, 2000 and 1999.
<TABLE>
<CAPTION>

                                     TABLE 9

                      Capitalized Mortgage Servicing Rights
                             (Dollars in thousands)

                                                                       Three Months Ended
                                                                            March 31
                                                                  ---------------------------
                                                                      2000           1999
                                                                  ------------   ------------
<S>                                                                  <C>            <C>
  Beginning balance of capitalized mortgage servicing rights         $ 37,295       $ 28,635
  New capitalized mortgage servicing rights from loan sales               822          8,968
  Amortization of capitalized mortgage servicing rights                (3,021)        (2,353)
                                                                  ------------   ------------
  Ending balance of capitalized mortgage servicing rights            $ 35,096       $ 35,250
                                                                  ============   ============
</TABLE>

     The book value of Golden  West's  servicing  rights did not exceed the fair
value at March 31, 2000 or 1999 and,  therefore,  no write-down of the servicing
rights to their fair value was necessary.


<PAGE>


     ASSET QUALITY

     One 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)

                                                           March 31
                                                   --------------------------    December 31
                                                      2000           1999           1999
                                                   -----------    -----------   --------------
<S>                                                 <C>            <C>             <C>
Non-accrual loans                                   $ 221,070      $ 252,043       $ 225,409
Real estate acquired through foreclosure               11,131         27,106          10,840
Real estate in judgment                                    83            154              69
                                                   -----------    -----------    ------------
Total nonperforming assets                          $ 232,284      $ 279,303       $ 236,318
                                                   ===========    ===========    ============

TDRs                                                $   4,903      $  16,575       $  10,542
                                                   ===========    ===========    ============

Ratio of NPAs to total assets                            .51%           .72%            .56%
                                                   ===========    ===========    ============

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

Ratio of NPAs and TDRs to total assets                   .52%           .76%            .59%
                                                   ===========    ===========    ============
</TABLE>

     The lower NPAs at March 31, 2000 as compared to March 31, 1999  reflect the
strong California  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 $1 million for the three months ended
March 31,  2000,  compared to $2 million  for the same period in 1999.  Interest
foregone on TDRs  amounted to $66  thousand for the three months ended March 31,
2000, compared to $135 thousand for the three months ended March 31, 1999.

     The tables on the following page show the Company's nonperforming assets by
state as of March 31, 2000 and 1999.


<PAGE>
<TABLE>
<CAPTION>



                                    TABLE 11

                          Nonperforming Assets by State
                                 March 31, 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            $122,461     $ 1,249     $  1,469       $6,539     $  -0-     $  -0-     $131,718          .50%
Florida                 16,193         -0-          178          309        -0-        -0-       16,680          .86
Texas                    8,695         -0-          -0-        1,245        -0-        -0-        9,940          .57
New Jersey              13,856         -0-          503          633        -0-        -0-       14,992         1.03
Illinois                10,495         215          -0-          898        -0-        -0-       11,608          .84
Washington               3,400         -0-          -0-          -0-        -0-        -0-        3,400          .26
Colorado                 2,005         -0-          -0-          147        -0-        -0-        2,152          .17
Arizona                  5,195         -0-          -0-          222        -0-        -0-        5,417          .59
Pennsylvania            10,557         -0-          -0-          398        -0-        -0-       10,955         1.32
Other (c)               23,771          84          744        1,059        -0-        -0-       25,658          .61
                      ---------   ---------  -----------     --------  ---------  ---------   ----------      -------
  Totals              $216,628     $ 1,548     $  2,894      $11,450     $  -0-     $  -0-      232,520          .56%
                      =========   =========  ===========     ========  =========  =========

REO general valuation allowance                                                                    (236)        (.00)
                                                                                              ----------      -------
Total nonperforming assets                                                                     $232,284          .56%
                                                                                              ==========      =======
</TABLE>

(a)  Non-accruals loans are 90 days or more past due and have no unpaid interest
     accrued.
(b)  The March 31, 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
                                 March 31, 1999
                             (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            $161,884     $ 3,392    $ 1,808      $22,736      $  -0-     $  -0-     $189,820          .83%
Florida                 16,841         -0-         78        1,134         -0-        -0-       18,053         1.21
Texas                    7,111         -0-        -0-          491         -0-        -0-        7,602          .52
New Jersey              15,695         -0-        373          743         -0-        -0-       16,811         1.41
Illinois                12,134         218        -0-        1,394         -0-        -0-       13,746         1.09
Washington               2,102         -0-        -0-          -0-         -0-        -0-        2,102          .21
Colorado                 1,636         -0-          3          -0-         -0-        -0-        1,639          .15
Arizona                  2,304         -0-        -0-           64         -0-        -0-        2,368          .31
Pennsylvania             8,334         -0-        -0-          382         -0-        -0-        8,716         1.35
Other (c)               18,046          84        -0-          886         -0-        -0-       19,016          .61
                      ---------   ---------  ---------     --------   ---------  ---------    ---------       ------
  Totals              $246,087     $ 3,694    $ 2,262      $27,830      $  -0-     $  -0-      279,873          .80%
                      =========   =========  =========     ========   =========  =========


REO general valuation allowance                                                                   (570)        (.00)
                                                                                              ---------       ------
Total nonperforming assets                                                                    $279,303          .80%
                                                                                              =========       ======
</TABLE>
(a)  Non-accruals loans are 90 days or more past due and have no unpaid interest
     accrued.
(b)  The March 31, 1999 balances  include loans that were  securitized into FNMA
     MBS.
(c)  Includes states with loans less than 1.5% 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 a range of general loss allowances 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 months ended March 31, 2000 and 1999.
<TABLE>
<CAPTION>

                                    TABLE 13

                      Changes in Allowance for Loan Losses
                             (Dollars in thousands)

                                                                  Three Months Ended
                                                                       March 31
                                                               ------------------------
                                                                 2000          1999
                                                               ----------   -----------
<S>                                                            <C>           <C>
  Beginning allowance for loan losses                          $ 232,134     $ 244,466
  Provision for losses charged to expense                            969           574
  Net transfer of allowance (to) from reserve for losses
    on loans sold or securitized and retained                        187        (9,750)
  Less loans charged off                                            (351)          -0-
  Add recoveries                                                      77         1,186
                                                               ----------   -----------
  Ending allowance for loan losses                             $ 233,016     $ 236,476
                                                               ==========   ===========

  Ratio of net chargeoffs (recoveries) to average loans
    outstanding (including MBS with recourse)                       .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
estimates 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 months ended March 31, 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
                                                                               March 31
                                                                       ------------------------
                                                                         2000          1999
                                                                       ----------   -----------
  Beginning balance of reserve for losses on loans
<S>                                                                     <C>           <C>
    sold with recourse or securitized and retained                      $ 15,572      $  2,256
  Initial recourse liability recognized at time of sale                       53           543
  Net transfer from (to) allowance for loan losses                          (187)        9,750
                                                                       ----------   -----------
  Ending balance of reserve for losses on loans
    sold with recourse or securitized and retained                      $ 15,438      $ 12,549
                                                                       ==========   ===========

</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 107.0% and
89.2% at March 31, 2000 and 1999, respectively.  At March 31, 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 .57% and .69%, respectively.

     DEPOSITS

     Retail deposits increased during the first quarter of 2000 by $109 million,
including  interest  credited of $268  million,  compared to an increase of $176
million,  including  interest credited of $246 million,  in the first quarter of
1999.  Retail deposits  increased during the first three months of 2000 and 1999
primarily  due to interest  credited.  At March 31,  2000 and 1999,  transaction
accounts  (which  includes  checking,   passbook,  and  money  market  accounts)
represented 34% and 37%, 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. The Company's deposit
balance as of March 31, 2000 and  December  31, 1999  included  $750 million and
$600 million,  respectively,  of these  wholesale CDs. There were no outstanding
wholesale CDs at March 31, 1999.




<PAGE>


     The table  below  shows the  Company's  deposits  by  interest  rate and by
remaining maturity at March 31, 2000 and 1999.
<TABLE>
<CAPTION>

                                    TABLE 15

                                    Deposits
                              (Dollars in millions)

                                                                                 March 31
                                                           ---------------------------------------------------
                                                                     2000                       1999
                                                           ------------------------   ------------------------
                                                             Rate*         Amount       Rate*        Amount
                                                           ---------    -----------   ------------------------
    Deposits by rate:
<S>                                                            <C>       <C>              <C>       <C>
      Interest-bearing checking accounts                       3.10%     $     128        2.15%     $     113
      Interest-bearing checking accounts swept
        into money market deposit accounts                     3.50          3,322        3.56          2,918
      Passbook accounts                                        1.47            482        1.82            517
      Money market deposit accounts                            4.30          5,483        4.42          6,273
      Term certificate accounts with original maturities of:
        4 weeks to 1 year                                      5.32          8,697        4.49          5,543
        1 to 2 years                                           5.28          6,155        5.03          7,592
        2 to 3 years                                           5.36          1,360        5.34          1,438
        3 to 4 years                                           5.41            394        5.26            357
        4 years and over                                       5.64            580        5.62          1,097
      Retail jumbo CDs                                         5.20            623        4.79            547
      Wholesale CDs                                            5.97            750        0.00            -0-
                                                                        -----------               ------------
                                                                          $ 27,974                   $ 26,395
                                                                        ===========               ============


                                                                            2000                      1999
                                                                        -----------               ------------
    Deposits by remaining maturity:
        No contractual maturity                                3.85%      $  9,415        4.00%      $  9,821
        Maturity within one year                               5.29         16,022        4.89         15,024
        1 to 5 years                                           5.70          2,506        5.12          1,547
        Over 5 years                                           5.13             31        5.22              3
                                                                        -----------               ------------
                                                                          $ 27,974                   $ 26,395
                                                                        ===========               ============
</TABLE>

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

     At March 31, the  weighted  average  cost of deposits  was 4.84% (2000) and
4.58% (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 $12.2 billion at March 31,
2000,  compared to $6.1 billion and $8.9 billion at March 31, 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 $867 million,  $693 million,  and $1.0 billion at March 31, 2000 and
1999, and December 31, 1999, respectively.

     OTHER BORROWINGS

     At March 31, 2000,  Golden West, at the holding company level,  had a total
of $713 million of  subordinated  debt issued and  outstanding.  As of March 31,
2000, the Company's subordinated debt securities were rated A3 and A- by Moody's
Investors   Service   (Moody's)  and  Standard  &  Poor's   Corporation   (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 March 31, 2000,  WFSB had not issued any notes
under this authority.

     STOCKHOLDERS' EQUITY

     The  Company's  stockholders'  equity  increased by $18 million  during the
first  three  months of 2000 as a result  of net  earnings  partially  offset by
decreased  market  values of  securities  available  for sale,  the  payment  of
quarterly dividends to stockholders,  and the $92 million cost of the repurchase
of Company stock.  The Company's  stockholders'  equity increased by $36 million
during  the first  three  months of 1999 as a result of net  earnings  partially
offset by decreased market values of securities  available for sale, the payment
of  quarterly  dividends  to  stockholders,  and  the  $58  million  cost of the
repurchase of Company stock.  Unrealized  gains, net of taxes, on securities and
MBS available for sale  included in  stockholders'  equity at March 31, 2000 and
1999, and December 31, 1999, were $149 million,  $194 million, and $158 million,
respectively.

     In  November  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.


<PAGE>


     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 March 31, 2000,  42.4 million shares had been
repurchased  and retired at a cost of $898 million  since October 1993, of which
3.1 million  shares were  purchased and retired at a cost of $92 million  during
the first three  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.

     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
March 31, 2000 and 1999.
<TABLE>
<CAPTION>

                                    TABLE 16

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

                              March 31, 2000                                   March 31, 1999
              -----------------------------------------------   ----------------------------------------------
                     ACTUAL                  REQUIRED                  ACTUAL                  REQUIRED
              ----------------------   ----------------------   ----------------------   ----------------------
               Capital      Ratio       Capital      Ratio       Capital      Ratio       Capital      Ratio
              -----------  ---------   -----------  ---------   ----------   ---------   ----------   --------
<S>           <C>           <C>        <C>           <C>       <C>            <C>       <C>            <C>
  Tangible    $2,611,550    6.29%      $  622,922    1.50%     $2,247,752     7.04%     $  479,213     1.50%
  Core         2,611,550    6.29        1,661,124    4.00       2,247,752     7.04       1,277,900     4.00
  Risk-based   2,770,849   11.57        1,916,541    8.00       2,391,623    13.18       1,451,557     8.00

</TABLE>

     The  following  table shows WSL's  current  regulatory  capital  ratios and
compares them to the OTS minimum requirements at March 31, 2000 and 1999.
<TABLE>
<CAPTION>

                                    TABLE 17

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

                              March 31, 2000                                     March 31, 1999
              -------------------------------------------------  ------------------------------------------------
                      ACTUAL                   REQUIRED                 ACTUAL                   REQUIRED
              -----------------------   -----------------------  ----------------------   -----------------------
               Capital       Ratio       Capital      Ratio       Capital       Ratio      Capital       Ratio
              -----------   ---------   -----------  ---------   -----------   --------   -----------   --------
<S>            <C>           <C>         <C>           <C>       <C>            <C>        <C>           <C>
  Tangible     $ 411,893     8.65%       $  71,398     1.50%     $  507,282     8.21%      $  92,662     1.50%
  Core           411,893     8.65          190,394     4.00         507,282     8.21         247,099     4.00
  Risk-based     441,532    16.93          208,611     8.00         648,252    18.23         284,464     8.00

</TABLE>

<PAGE>


     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
March 31, 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.

     The  table  below  shows  that  WFSB's  regulatory   capital  exceeded  the
requirements of the well-capitalized classification at March 31, 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                         $ 2,611,550        6.29%        $  2,076,405        5.00%
        Tier 1 risk-based                  2,611,550       10.90            2,491,686        6.00
        Total risk-based                   2,770,849       11.57            2,395,677       10.00
</TABLE>

     The  table  below  shows  that  WSL's   regulatory   capital  exceeded  the
requirements of the well-capitalized classification at March 31, 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                           $ 411,893        8.65%          $  237,993        5.00%
        Tier 1 risk-based                    411,893       15.80              285,591        6.00
        Total risk-based                     441,532       16.93              260,763       10.00
</TABLE>



<PAGE>


     World Savings Bank, SSB is regulated by the FDIC and the state of Texas. At
March 31, 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)

                                  March 31, 2000                                   March 31, 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   $ 206,952     5.64%     $ 110,157     3.00%      $ 190,175     5.35%      $ 106,643    3.00%
 Tier 1 risk-based   206,952    24.42         33,895     4.00         190,175    25.78          29,505    4.00
 Total risk-based    207,188    24.45         67,789     8.00         190,389    25.81          59,011    8.00
</TABLE>




RESULTS OF OPERATIONS

     NET EARNINGS

     Net  earnings  for the three  months ended March 31, 2000 were $126 million
compared to net earnings of $120  million,  for the three months ended March 31,
1999.  Net earnings  increased in 2000 as compared to 1999 primarily 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 March 31, 2000 and
1999 and December 31, 1999.
<TABLE>
<CAPTION>

                                    TABLE 21

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

                                        March 31
                               ----------------------------        December 31
                                  2000            1999                1999
                               ------------    ------------       -------------
<S>                                <C>             <C>                <C>
Yield on loan portfolio            7.36%           7.25%              7.16%
Yield on MBS                       7.36            7.02               7.17
Yield on investments               6.38            5.55               5.88
                               ---------       ---------          ---------
Yield on earning assets            7.33            7.14               7.15
                               ---------       ---------          ---------
Cost of deposits                   4.84            4.58               4.69
Cost of borrowings                 5.94            5.73               5.77
                               ---------       ---------
                                                                  ---------
Cost of funds                      5.21            4.85               5.00
                               ---------       ---------          ---------
Primary spread                     2.12%          2.29%             2.15%
                               =========       =========          =========

</TABLE>



<PAGE>



     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 the COFI and a one month  reporting lag for COSI. On balance,  the index
lags and ARM structural features cause the Company's assets initially 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.
<TABLE>
<CAPTION>

                                    TABLE 22

        Average Interest-Earning Assets and Interest-Bearing Liabilities
                             (Dollars in thousands)

                                      Three Months Ended               Three Months Ended
                                        March 31, 2000                   March 31, 1999
                                -------------------------------  -------------------------------
                                            Annualized  End of                Annualized  End of
                                 Average     Average    Period      Average     Average   Period
                                Balances      Yield      Yield     Balances     Yield     Yield
                                ----------  ----------  -------  -----------  ---------  -------
   ASSETS
<S>                             <C>             <C>      <C>     <C>             <C>      <C>
   Investment Securities       $ 2,361,747      6.05%    6.38%  $ 3,137,843      5.05%    5.55%
   Mortgage-backed securities   11,561,376      7.31%    7.36%    9,616,161      7.02%    7.02%
   Loans receivable (a)         29,254,773      7.34%    7.36%   26,091,677      7.30% .  7.25%
   Invest.  in capital  stock      576,197      5.87%    5.83%      787,243      5.25%    5.32%
     of FHLBs
                                ----------  ----------           -----------  ---------
   Interest-earning assets     $43,754,093      7.25%           $39,632,924      7.01%
                                ==========  ==========           ===========  =========

   LIABILITIES
   Deposits:
       Checking accounts       $   121,679      2.28%    3.10%  $   101,954      2.10%    2.15%
       Savings accounts          9,381,502      3.89%    3.86%    9,417,551      3.87%    4.03%
       Term accounts            19,124,735      5.19%    5.34%   17,529,218      4.93%    4.91%
                                ----------  ----------  -------  -----------  ---------  -------
           Total deposits       28,627,916      4.75%    4.84%   27,048,723      4.55%    4.58%
   Advances from FHLBs           9,971,321      5.80%    5.87%    6,139,080      5.65%    5.50%
   Reverse repurchases           1,190,630      5.60%    5.57%    1,028,059      5.27%    5.31%
   Other borrowings              1,259,344      6.91%    7.69%    2,444,971      5.95%    6.97%
                                ----------  ----------           -----------  ---------
   Interest-bearing            $41,049,211      5.10%           $36,660,833      4.85%
   liabilities
                                ==========  ==========           ===========  =========

   Annualized net interest                      2.15%                            2.16%
     spread
                                            ==========                        =========
   Net interest income         $   269,631                      $   250,701
                                ==========                       ===========
   Annualized  net  yield  on
   average interest-earning
   assets                                       2.46%                            2.53%
                                            ==========                        =========
</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 months ended March 31, 2000 and 1999.
<TABLE>
<CAPTION>

                                    TABLE 23

                       Selected Revenue and Expense Items
                        as Percentages of Total Revenues

                                                          Three Months Ended
                                                               March 31
                                                        -----------------------
                                                          2000          1999
                                                        ---------     ---------
<S>                                                         <C>           <C>
   Interest on loans                                        65.0%         65.3%
   Interest on mortgage-backed securities                   25.6          23.1
   Interest and dividends on investments                     5.3           6.8
                                                        ---------     ---------
                                                            95.9          95.2
   Less:
     Interest on deposits                                   41.2          42.1
     Interest on advances and other borrowings              22.1          18.7
                                                        ---------     ---------
                                                            63.3          60.8

   Net interest income                                      32.6          34.4
     Provision for loan losses                                .1            .1
                                                        ---------     ---------
   Net interest income after provision for loan losses      32.5          34.3

   Add:
     Fees                                                    2.0           2.2
     Gain on the sale of securities, MBS, and loans          0.2           1.4
     Other non-interest income                               1.9           1.2
                                                        ---------     ---------
                                                             4.1           4.8
   Less:
     General and administrative expenses                    12.1          12.7
     Taxes on income                                         9.2           9.9
                                                        ---------     ---------
   Net earnings                                             15.3%         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  increased net interest  income by $1.2 million
for the three  months  ended March 31,  2000,  as compared to a decrease of $2.7
million for the same period in 1999.

     The following table summarizes the unrealized gains and losses for interest
rate swaps at March 31, 2000 and 1999.
<TABLE>
<CAPTION>

                                    TABLE 24

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

                                        March 31, 2000                             March 31, 1999
                            ----------------------------------------   ----------------------------------------
                                                            Net                                        Net
                            Unrealized    Unrealized    Unrealized     Unrealized    Unrealized    Unrealized
                               Gains        Losses      Gain (Loss)       Gains        Losses      Gain (Loss)
                            ------------  ------------  ------------   ------------  ------------  ------------
Interest rate swaps:
<S>                           <C>           <C>          <C>           <C>           <C>           <C>
  Receive fixed               $       6     $  (2,928)   $  (2,922)    $    5,021    $      -0-    $   5,021
  Pay fixed                       9,239        (4,104)       5,135            108       (31,978)     (31,870)
                            ------------  ------------  ------------   ------------  ------------ -------------
                              $   9,245     $  (7,032)   $   2,213     $    5,129    $  (31,978)   $ (26,849)
                            ============  ============  ============   ============  ============ =============
</TABLE>
<TABLE>
<CAPTION>


                                    TABLE 25

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

                                            Three Months Ended
                                              March 31, 2000
                                        ----------------------------
                                          Receive           Pay
                                           Fixed           Fixed
                                           Swaps           Swaps
                                        ------------    ------------
<S>                                         <C>             <C>
Balance at December 31, 1999                $   263         $   727
Additions                                       -0-             -0-
Maturities                                      (20)            (5)
                                        ------------    ------------
Balance at March 31, 2000                   $   243         $   722
                                        ============    ============
</TABLE>


     The range of floating  interest  rates  received on swap  contracts  in the
first  three  months  of 2000 was  5.98% to  6.44%,  and the  range of  floating
interest  rates paid on swap  contracts  was 6.00% to 6.26%.  The range of fixed
interest  rates received on swap contracts in the first three months of 2000 was
5.50% to 8.85% and the range of fixed  interest rates paid on swap contracts was
5.50% to 7.06%.


<PAGE>


     INTEREST ON LOANS

     In the first quarter of 2000, interest on loans was higher than in the
comparable  1999  period by $61  million  or 12.8%.  The  increase  in the first
quarter of 2000 was due to a $3.1  billion  increase  in the  average  portfolio
balance and a nine basis point increase in the average portfolio yield.

     INTEREST ON MORTGAGE-BACKED SECURITIES

     In the first quarter of 2000,  interest on  mortgage-backed  securities was
higher than in the  comparable  1999  period by $43  million or 25.2%.  The 2000
increase was due primarily to a $2.0 billion  increase in the average  portfolio
balance  and a 22 basis  point  increase in the  average  portfolio  yield.  The
increase in the  mortgage-backed  securities  portfolio is primarily  due to the
securitization of loans into FNMA MBS and MBS-REMICs, as discussed on page 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 first quarter of 2000,  interest and dividends on investments was lower than
in the comparable 1999 period by $6 million or 11.6%. The decrease was primarily
due to a $776  million  decrease in the  average  portfolio  balance,  which was
partially offset by a 93 basis point increase in the average portfolio yield.

     INTEREST ON DEPOSITS

     In the first quarter of 2000, interest on deposits increased by $32 million
or 10.5% from the comparable  period in 1999. The first quarter increase was due
to a $1.6  billion  increase in the average  balance of deposits  and a 14 basis
point increase in the average cost of deposits.

     INTEREST ON ADVANCES AND OTHER BORROWINGS

     For the first  quarter of 2000,  interest on advances and other  borrowings
increased by $46 million or 33.8% from the comparable  period of 1999. The first
quarter  increase was  primarily  due to a $2.7 billion  increase in the average
balance and a 24 basis point increase in the average cost of these borrowings.

     PROVISION FOR LOAN LOSSES

     The  provision for loan losses was $969 thousand for the three months ended
March 31, 2000,  compared to $574 thousand for the same period in 1999.  The low
provisions  in 2000 and 1999  were due to  declining  nonperforming  assets as a
result of the strong housing market and economy.




<PAGE>


     GENERAL AND ADMINISTRATIVE EXPENSES

     For the first quarter of 2000,  general and  administrative  expenses (G&A)
were $100 million compared to $93 million for the comparable period in 1999. G&A
as a percentage of average assets on an annualized  basis was .92% for the first
quarter  of 2000  compared  to .97% for the same  period in 1999.  G&A  expenses
increased in 2000 because of ongoing investments in personnel,  facilities,  and
technology.

     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 37.7% for the first quarter of 2000
compared to 37.4% for the same period 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 March 31, 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 March 31, 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 affiliates.





<PAGE>


     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 insured subsidiaries  (including $117 thousand for the year
ended December 31, 1999), dividends to stockholders, the purchase of Golden West
stock  (see   stockholders'   equity  section  on  page  24),  and  general  and
administrative  expenses.  At March 31, 2000 and 1999,  and  December  31, 1999,
Golden West's total cash and investments amounted to $575 million, $848 million,
and $761 million,  respectively.  Included in the cash and investments above are
notes  receivable  from WFSB in the amounts of $500  million at March 31,  2000,
$600 million at March 31, 1999, and $604 million at December 31, 1999.

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 28. 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 March 31, 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.

PART II. OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)      May 2, 2000 - Annual Meeting
<TABLE>
<CAPTION>
                                                                                                           Broker
                                                   For           Against      Withheld       Abstain      Non-Vote
                                             ----------------  ------------  ------------  ------------  ------------
(b)       Directors elected:

<S>                                              <C>                             <C>
          Maryellen B. Cattani                   145,651,076                     751,737
          Kenneth T. Rosen                       145,650,176                     752,637
          Herbert M. Sandler                     145,651,376                     751,437

(c)       Ratification of Auditors:

          Appointment of Deloitte & Touche
          LLP, independent public accountants,
          for the fiscal year 2000               145,992,329        52,803                     357,681
</TABLE>

Other  Directors  continuing in office are:
Louis J. Galen, Antonia Hernandez, Patricia A. King, Bernard A. Osher, Marion O.
Sandler, and Leslie Tang Schilling


<PAGE>


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 three 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:  May 15, 2000                    /s/  Russell W. Kettell
                                        ----------------------------------------
                                        Russell W. Kettell
                                        President and
                                        Chief Financial Officer


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