SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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


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


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

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

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


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes       X       No
     -----------     -----------

         The number of shares  outstanding of the  registrant's  common stock on
July 31, 2000, was 157,981,083 shares.


<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         The  consolidated   financial   statements  of  Golden  West  Financial
Corporation  and  subsidiaries  (Golden  West or Company)  for the three and six
months  ended  June  30,  2000 and 1999 are  unaudited.  In the  opinion  of the
Company, all adjustments (consisting only of normal recurring accruals) that are
necessary  for a fair  statement  of the  results  for such  three and six month
periods have been included.  The operating  results for the three and six months
ended June 30, 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)


                                                                          June 30       June 30      December 31
                                                                           2000           1999           1999
                                                                        ------------  -------------  -------------
                                                                               (Unaudited)
                                                                        ---------------------------
<S>                                                                     <C>           <C>            <C>
Assets:
  Cash                                                                  $   254,442   $    240,911   $    333,793
  Securities available for sale at fair value                               234,629        380,541        319,444
  Other investments at cost                                                 302,252        316,880        467,156
  Purchased mortgage-backed securities available for sale                    71,113         92,879         79,009
  Purchased mortgage-backed securities held to maturity                     410,054        476,598        434,711
  Mortgage-backed securities with recourse held to maturity              13,651,191     11,433,486     11,147,901
  Loans receivable                                                       31,683,917     23,485,887     27,919,817
  Interest earned but uncollected                                           218,351        175,806        175,351
  Investment in capital stock of Federal Home Loan Banks--at cost
      which approximates fair value                                         783,667        534,443        541,013
  Real estate held for sale or investment                                    12,804         24,294         13,711
  Other assets                                                              926,425        591,034        431,806
  Premises and equipment--at cost less accumulated depreciation             299,039        274,214        278,493
                                                                        ------------  -------------  -------------
                                                                        $48,847,884    $38,026,973    $42,142,205
                                                                        ============  =============  =============

Liabilities and Stockholders' Equity:
  Deposits                                                              $27,726,782    $26,335,706    $27,714,910
  Advances from Federal Home Loan Banks                                  15,231,522      6,111,398      8,915,218
  Securities sold under agreements to repurchase                          1,160,536        684,938      1,045,176
  Accounts payable and accrued expenses                                     373,852        582,482        183,571
  Taxes on income                                                           332,104        333,282        275,526
  Subordinated notes--net of discount                                       713,377        812,438        812,950
  Stockholders' equity                                                    3,309,711      3,166,729      3,194,854
                                                                        ------------  -------------  -------------
                                                                        $48,847,884    $38,026,973    $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              Six Months Ended
                                                           June 30                        June 30
                                                 ----------------------------   -----------------------------
                                                    2000            1999            2000            1999
                                                 ------------    ------------   -------------    ------------
<S>                                               <C>             <C>            <C>              <C>
  Interest Income:
      Interest on loans                           $  595,615      $  445,358     $ 1,132,702      $  921,602
      Interest on mortgage-backed securities         231,982         189,363         443,299         358,114
      Interest and dividends on investments           64,795          50,577         108,945         100,543
                                                 ------------    ------------   -------------    ------------
                                                     892,392         685,298       1,684,946       1,380,259
  Interest Expense:
      Interest on deposits                           358,313         306,067         698,323         613,634
      Interest on advances                           206,925          82,429         351,415         169,180
      Interest on repurchase agreements               21,969          18,743          38,633          32,290
      Interest on other borrowings                    24,658          29,553          46,417          65,948
                                                 ------------    ------------   -------------    ------------
                                                     611,865         436,792       1,134,788         881,052
                                                 ------------    ------------   -------------    ------------
          Net Interest Income                        280,527         248,506         550,158         499,207
  Provision for (recovery of) loan losses              3,842            (727)          4,811            (153)
                                                 ------------    ------------   -------------    ------------
          Net Interest Income after Provision
              for (Recovery of) Loan Losses          276,685         249,233         545,347         499,360
  Noninterest Income:
      Fees                                            18,445          16,762          34,687          32,921
      Gain on the sale of securities, MBS, and loans   1,833           8,249           3,271          18,312
      Other                                           19,647          17,537          35,458          26,614
                                                 ------------    ------------   -------------    ------------
                                                      39,925          42,548          73,416          77,847
  Noninterest Expense:
      General and administrative:
          Personnel                                   58,125          52,418         115,405         104,216
          Occupancy                                   17,549          16,417          34,607          32,704
          Deposit insurance                            1,442           1,345           2,854           2,738
          Advertising                                  1,488           3,029           3,662           5,208
          Other                                       23,783          22,817          45,819          44,206
                                                 ------------    ------------   -------------    ------------
                                                     102,387          96,026         202,347         189,072

  Earnings before Taxes on Income                    214,223         195,755         416,416         388,135
      Taxes on Income                                 80,961          73,368         157,220         145,380
                                                 ------------    ------------   -------------    ------------
  Net Earnings                                    $  133,262      $  122,387     $   259,196      $  242,755
                                                 ============    ============   =============    ============

  Basic Earnings Per Share                        $    .84        $      .73     $      1.63      $     1.44
                                                 ============    ============   =============    ============

  Diluted Earnings Per Share                      $    .84        $      .72     $      1.62      $     1.43
                                                 ============    ============   =============    ============
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


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


                                                            Three Months Ended               Six Months Ended
                                                                  June 30                         June 30
                                                        ----------------------------    ----------------------------
                                                           2000            1999            2000            1999
                                                        ------------    ------------    ------------   -------------
<S>                                                      <C>             <C>             <C>             <C>
Cash Flows from Operating Activities:
  Net earnings                                           $  133,262      $  122,387      $  259,196      $  242,755
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Provision for (recovery of) loan losses                   3,842            (727)          4,811            (153)
    Amortization of net loan (fees), costs, and (discounts)   1,973          (4,325)          2,944         (10,519)
    Depreciation and amortization                             7,333           7,029          14,367          13,966
    Loans originated for sale                               (59,709)       (316,881)       (114,455)       (603,945)
    Sales of loans                                           62,787         425,419         135,296         960,763
    Decrease (increase) in interest earned but uncollected  (24,635)         10,955         (40,270)         33,522
    Federal Home Loan Bank stock dividends                  (17,479)         (7,985)        (25,259)        (28,952)
    Increase in other assets                               (160,140)       (121,119)       (494,859)       (227,363)
    Increase in accounts payable and accrued expenses        71,254          35,279         188,609         102,134
    Increase (decrease) in taxes on income                   (3,856)        (38,213)         72,175          24,427
    Other, net                                               (5,629)         (1,330)         (7,063)         (2,579)
                                                        ------------    ------------    ------------   -------------
      Net cash provided by (used in) operating activities      9,003         110,489          (4,508)        504,056

Cash Flows from Investing Activities:
  New loan activity:
    New real estate loans originated for portfolio       (5,615,895)     (2,553,140)     (9,327,560)     (4,344,056)
    Real estate loans purchased                                 (10)           (475)           (195)           (935)
    Other, net                                              (67,008)        (26,553)       (110,354)        (37,134)
                                                        ------------    ------------    ------------   -------------
                                                         (5,682,913)     (2,580,168)     (9,438,109)     (4,382,125)
  Real estate loan principal payments:
    Monthly payments                                        136,796         143,282         277,249         295,212
    Payoffs, net of foreclosures                          1,050,072       1,258,866       1,846,865       2,427,824
                                                        ------------    ------------    ------------   -------------
                                                          1,186,868       1,402,148       2,124,114       2,723,036

  Repayments of mortgage-backed securities                  547,467         795,041       1,032,943       1,545,868
  Proceeds from sales of real estate                         11,857          27,396          24,668          67,803
  Purchases of securities available for sale             (1,659,473)     (1,315,052)     (3,087,492)     (1,465,066)
  Sales of securities available for sale                        -0-              10             -0-              19
  Matured securities available for sale                   1,863,030       1,271,205       3,139,046       1,425,413
  Decrease in other investments                             786,247         838,116         164,904         105,505
  Purchases of Federal Home Loan Bank stock                (140,657)            -0-        (262,920)            -0-
  Redemption of Federal Home Loan Bank stock                 42,795         266,815          42,795         266,815
  Additions to premises and equipment                       (17,613)         (9,047)        (36,017)        (17,444)
                                                        ------------    ------------    ------------   -------------
    Net cash provided by (used in) investing activities  (3,062,392)        696,464      (6,296,068)        269,824
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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


                                                              Three Months Ended               Six Months Ended
                                                                    June 30                         June 30
                                                          -------------   ------------    ----------------------------
                                                              2000           1999            2000            1999
                                                          -------------   ------------    ------------    ------------
<S>                                                         <C>           <C>              <C>             <C>
   Cash Flows from Financing Activities:
     Net increase (decrease) in deposits                    $ (247,470)   $   (59,734)     $   11,872      $  116,611
     Additions to Federal Home Loan Bank advances            3,515,420          4,430       7,632,070       1,513,080
     Repayments of Federal Home Loan Bank advances            (507,972)        (7,579)     (1,315,767)     (1,565,152)
     Proceeds from agreements to repurchase securities       2,400,087      4,000,156       3,107,074       4,000,251
     Repayments of agreements to repurchase securities      (2,106,600)    (4,007,842)     (2,991,714)     (4,567,782)
     Decrease in federal funds purchased                           -0-       (475,000)            -0-             -0-
     Repayment of subordinated debt                                -0-       (100,000)       (100,000)       (100,000)
     Dividends on common stock                                  (8,288)        (7,833)        (16,694)        (15,754)
     Exercise of stock options                                   2,494          2,487           3,681           4,554
     Purchase and retirement of Company stock                  (17,507)      (112,101)       (109,297)       (169,652)
                                                          -------------   ------------    ------------    ------------
       Net cash provided by (used in) financing activities    3,030,164      (763,016)      6,221,225        (783,844)
                                                          -------------   ------------    ------------    ------------
   Net Increase (Decrease) in Cash                             (23,225)        43,937         (79,351)         (9,964)
   Cash at beginning of period                                 277,667        196,974         333,793         250,875
                                                          -------------   ------------    ------------    ------------
   Cash at end of period                                    $  254,442     $  240,911      $  254,442      $  240,911
                                                          =============   ============    ============    ============

   Supplemental cash flow information:
     Cash paid for:
       Interest                                             $  587,439     $  443,133     $ 1,074,974      $  878,526
       Income taxes                                             84,818        111,618          85,165         121,104
     Cash received for interest and dividends                  875,027        696,253       1,641,946       1,413,781
     Noncash investing activities:
       Loans converted from adjustable rate to fixed-rate        8,426        299,956          16,447         471,326
       Loans transferred to foreclosed real estate               9,382         18,496          21,112          38,568
       Loans securitized into MBS
         with recourse held to maturity                      3,249,414      3,700,579       3,562,114       3,700,579
       Loans repurchased from loans securitized into MBS
         with recourse held to maturity                         33,039         87,312          73,441         160,024

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

                                                       For the Six Months Ended June 30, 2000
                                 ------------------------------------------------------------------------------------
                                                                         Accumulated
                                             Additional                     Other          Total
                                  Common      Paid-in      Retained     Comprehensive   Stockholders'  Comprehensive
                                   Stock      Capital      Earnings        Income          Equity         Income
                                 ----------  -----------   ----------   --------------  -------------  --------------
<S>                               <C>         <C>          <C>            <C>            <C>
Balance at January 1, 2000        $ 16,136    $ 135,555    $2,885,346     $   157,817    $ 3,194,854
Comprehensive income:
  Net earnings                         -0-          -0-       259,196             -0-        259,196     $   259,196
  Change in unrealized gains on
    securities available for sale,
    net of tax                         -0-          -0-           -0-         (22,029)       (22,029)        (22,029)
                                                                                                       --------------
    Comprehensive Income                                                                                 $   237,167
                                                                                                       ==============
Common stock issued upon
  exercise of stock options,
  including tax benefits                26        3,655          -0-              -0-          3,681
Purchase and retirement of
  Company stock                       (367)         -0-     (108,930)             -0-       (109,297)
Cash dividends on common
  stock ($.105 per share)              -0-          -0-      (16,694)             -0-        (16,694)
                                 ----------  -----------   ----------   --------------  -------------
Balance at June 30, 2000          $ 15,795    $ 139,210    $3,018,918     $   135,788    $ 3,309,711
                                 ==========  ===========   ==========   ==============  =============
</TABLE>
<TABLE>
<CAPTION>
                                                       For the Six Months Ended June 30, 1999
                                 ------------------------------------------------------------------------------------
                                                                         Accumulated
                                             Additional                     Other          Total
                                  Common      Paid-in      Retained     Comprehensive   Stockholders'  Comprehensive
                                   Stock      Capital      Earnings        Income          Equity         Income
                                 ----------  -----------   ----------   --------------  -------------  --------------
<S>                                <C>        <C>          <C>            <C>            <C>
Balance at January 1, 1999         $ 5,686    $ 122,159    $2,781,925     $   214,548    $ 3,124,318
Comprehensive income:
  Net earnings                         -0-          -0-       242,755             -0-        242,755     $   242,755
  Change in unrealized gains on
    securities available for sale,
    net of tax                         -0-          -0-           -0-         (18,742)       (18,742)        (18,742)
  Reclassification adjustment
    for gains included in income       -0-          -0-           -0-            (750)          (750)           (750)
                                                                                                       --------------
    Comprehensive Income                                                                                 $   223,263
                                                                                                       ==============
Common stock issued upon
  exercise of stock options,
  including tax benefits                17        4,537          -0-              -0-          4,554
Purchase and retirement of
  Company stock                       (178)         -0-     (169,474)             -0-       (169,652)
Cash dividends on common
  stock ($.0934 per share)             -0-          -0-      (15,754)             -0-        (15,754)
                                 ----------  -----------   ----------   --------------  -------------
Balance at June 30, 1999           $ 5,525    $ 126,696    $2,839,452     $   195,056    $ 3,166,729
                                 ==========  ===========   ==========   ==============  =============

</TABLE>

<PAGE>


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

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

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

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

         NEW ACCOUNTING PRONOUNCEMENTS

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


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

                                                         June 30          June 30         December 31
                                                           2000            1999              1999
                                                       -------------    ------------     --------------
<S>                                                    <C>             <C>               <C>
 Assets                                                $ 48,847,884    $  38,026,973     $  42,142,205
  Loans receivable including mortgage-backed securities  45,816,275       35,488,850        39,581,438
 Deposits                                                27,726,782       26,335,706        27,714,910
 Stockholders' equity                                     3,309,711        3,166,729         3,194,854
 Stockholders' equity/total assets                            6.78%            8.33%             7.58%
 Book value per common share                           $      20.95    $       19.10     $       19.80
 Common shares outstanding                              157,948,933      165,757,797       161,357,833
 Diluted common shares outstanding                      159,750,271      167,407,317       162,607,506
 Yield on loan portfolio                                      7.53%            7.06%             7.16%
 Yield on mortgage-backed securities                          7.49%            7.07%             7.17%
 Yield on investments                                         7.76%            6.45%             5.88%
 Yield on earning assets                                      7.52%            7.06%             7.15%
 Cost of deposits                                             5.11%            4.50%             4.69%
 Cost of borrowings                                           6.43%            5.59%             5.77%
 Cost of funds                                                5.61%            4.75%             5.00%
 Yield on earning assets less cost of funds                   1.91%            2.31%             2.15%
 Ratio of nonperforming assets to total assets                 .45%             .69%              .56%
 Ratio of troubled debt restructured to total assets           .01%             .04%              .03%
 World Savings Bank, a Federal Savings Bank:
   Total assets                                        $ 44,856,959     $ 33,277,749      $ 37,835,121

   Net worth                                              2,713,085        2,337,301         2,514,191
   Net worth/total assets                                     6.05%            7.02%             6.65%
   Regulatory capital ratios:
     Core capital                                             6.05%            7.01%             6.64%
     Risk-based capital                                      10.98%           12.95%            11.95%
 World Savings and Loan Association:
   Total assets                                         $ 4,712,828      $ 6,010,867      $  5,051,847
   Net worth                                                574,462          743,145           540,224
   Net worth/total assets                                    12.19%           12.36%            10.69%
   Regulatory capital ratios:
     Core capital                                             9.60%            9.52%             7.86%
     Risk-based capital                                      18.62%           18.60%            15.47%
 World Savings Bank, a State Savings Bank:
   Total assets                                         $ 4,516,249      $ 3,536,112      $  3,530,548
   Net worth                                                233,350          194,087           202,846
   Net worth/total assets                                     5.17%            5.49%             5.75%
   Regulatory capital ratios:
     Tier 1 leverage capital                                  5.21%            5.41%             5.66%
     Total risk-based capital                                24.66%           26.21%            26.93%

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

                                                         Three Months Ended           Six Months Ended
                                                              June 30                      June 30
                                                      -------------------------   --------------------------
                                                         2000          1999          2000           1999
                                                      -----------   -----------   ------------   -----------
<S>                                                   <C>           <C>            <C>           <C>
  New real estate loans originated                   $ 5,675,604   $ 2,870,021    $ 9,442,015   $ 4,948,001
  Fully indexed rate on new real estate loans              8.12%         7.55%          8.04%         7.57%
  Current rate on new real estate loans (a)                6.15%         6.06%          6.11%         6.09%
  New adjustable rate mortgages as a percentage of
  new real estate loans originated                        96.47%        87.98%         96.43%        84.68%
  Increase (decrease)in deposits(b)(c)               $  (247,470)  $   (59,734)   $    11,872   $   116,611
  Net earnings                                           133,262       122,387        259,196       242,755
  Basic earnings per share                                   .84           .73           1.63          1.44
  Diluted earnings per share                                 .84           .72           1.62          1.43
  Cash dividends on common stock                           .0525         .0467           .105         .0934
  Average common shares outstanding                  157,999,885   167,665,377    158,979,248   168,698,412
  Average diluted common shares outstanding          159,593,955   169,297,215    160,227,370   170,303,505
  Ratios:(d)
    Net earnings/average net worth (ROE)                  16.32%        15.42%         16.00%        15.37%
    Net earnings/average assets (ROA)                      1.13%         1.28%          1.15%         1.27%
    Net interest income/average assets                     2.39%         2.59%          2.44%         2.60%
    General and administrative expense/average assets       .87%         1.00%           .90%          .99%
    Efficiency ratio (e)                                  31.95%        32.99%         32.45%        32.77%
</TABLE>

(a)  The current  rate  reflects  the actual rate being paid by the  borrower at
     time of origination.
(b)  Includes a decrease of $750 million and $600 million of wholesale  deposits
     for the three and six months ended June 30, 2000, respectively.
(c)  Includes  the  effect  of the sale of three  branches  with a total of $119
     million in deposits during the second quarter of 1999.
(d)  Ratios are annualized by multiplying the quarterly  computation by four and
     the  semi-annual  computation  by two.  Averages are computed by adding the
     beginning  balance  and  each  monthend  balance  during  the  quarter  and
     six-month  period and  dividing  by four and seven,  respectively.
(e)  The efficiency ratio is calculated by dividing  general and  administrative
     expense by net interest income plus other income.



<PAGE>


         FINANCIAL CONDITION

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

                                     TABLE 1

                      Consolidated Condensed Balance Sheet
                               In Percentage Terms

                                                                 June 30
                                                           --------------------           December 31
                                                            2000         1999                1999
                                                           -------      -------          -------------
<S>                                                           <C>          <C>                    <C>
     Assets:
          Cash and investments                                1.6%         2.5%                   2.7%
          Loans receivable including mortgage-backed
             securities                                      93.8         93.4                   93.9
          Other assets                                        4.6          4.1                    3.4
                                                           -------      -------                -------
                                                            100.0%       100.0%                 100.0%
                                                           =======      =======                =======
       Liabilities and Stockholders' Equity:
          Deposits                                           56.8%        69.3%                  65.8%
          Federal Home Loan Bank advances                    31.2         16.1                   21.2
          Securities sold under agreements to repurchase      2.4          1.8                    2.5
          Other liabilities                                   1.4          2.4                    1.0
          Subordinated debt                                   1.4          2.1                    1.9
          Stockholders' equity                                6.8          8.3                    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 June 30, 2000,  the Company's
assets  reprice  sooner  than  its  liabilities.  If all  repricing  assets  and
liabilities responded equally to changes in the interest rate environment,  then
the gap analysis  would  suggest  that the  Company's  earnings  would rise when
interest rates increase and would fall when interest  rates  decrease.  However,
the Company's earnings are also affected by the built-in reporting and repricing
lags inherent in the Eleventh District Cost of Funds Index (COFI),  which is the
benchmark  Golden  West  uses  to  determine  the  rate on the  majority  of its
adjustable rate mortgages  (ARMs).  The reporting lag occurs because of the time
it takes to gather the data needed to compute the index.  As a result,  the COFI
in effect in any month actually  reflects the Eleventh  District's cost of funds
at the level it was two months prior.  The repricing lag occurs  because COFI is
based  on a  portfolio  of  accounts,  not  all of  which  reprice  immediately.
Therefore,  COFI does not initially  fully  reflect a change in market  interest
rates.  Consequently,  when the interest rate environment changes, the COFI lags
cause assets to reprice more slowly than  liabilities,  enhancing  earnings when
rates are  falling and holding  down income when rates rise.  Additionally,  the
Company  originates loans that are tied to the Golden West Cost of Savings Index
(COSI).  The COSI in effect in the current month reflects the actual Golden West
Cost  of  Savings  at the  end of the  previous  month.  Therefore,  there  is a
one-month reporting 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 June 30, 2000
                              (Dollars in millions)

                                                             Projected Repricing(a)
                                       -------------------------------------------------------------------
                                         0 - 3         4 - 12        1 - 5         Over 5
                                         Months        Months        Years          Years        Total
                                       -----------   -----------   -----------   ------------  -----------
<S>                                      <C>         <C>             <C>            <C>          <C>
Interest-Earning Assets:
  Investments                            $    472    $      -0-      $     17       $     48     $    537
  Mortgage-backed securities               12,753           147           603            629       14,132
  Loans receivable:
    Rate-sensitive                         27,754         2,249           285            -0-       30,288
    Fixed-rate                                 36            86           377            823        1,322
  Other(b)                                    969           -0-           -0-            -0-          969
  Impact of interest rate swaps               395           266          (661)           -0-          -0-
                                       -----------   -----------   -----------   ------------  -----------
Total                                    $ 42,379    $    2,748      $    621       $  1,500     $ 47,248
                                       ===========   ===========   ===========   ============  ===========
Interest-Bearing Liabilities:
  Deposits(c)                            $ 13,287    $   11,590      $  2,818       $     32     $ 27,727
  FHLB advances                            14,615           200           109            307       15,231
  Other borrowings                          1,161           115           598            -0-        1,874
  Impact of interest rate swaps               193           (23)         (170)           -0-          -0-
                                       -----------   -----------   -----------   ------------  -----------
Total                                    $ 29,256    $   11,882      $  3,355       $    339     $ 44,832
                                       ===========   ===========   ===========   ============  ===========

Repricing gap                            $ 13,123    $  (9,134)      $ (2,734)      $   1,161
                                       ===========   ===========   ===========   ============
Cumulative gap                           $ 13,123    $   3,989       $  1,255       $   2,416
                                       ===========   ===========   ===========   ============
Cumulative gap as a percentage of
    total assets                            26.9%         8.2%           2.6%
                                       ===========   ===========   ===========
</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 June 30, 2000 and 1999 and at December 31, 1999, WFSB and
WSL had liquidity in excess of the regulatory  requirements.  The state of Texas
also requires insured  institutions,  such as World Savings Bank, SSB (WSSB), to
maintain a daily minimum amount of cash and certain  qualifying  investments for
liquidity  purposes.   WSSB  met  this  requirement  during  the  periods  under
discussion.

     At June 30, 2000 and 1999 and December 31, 1999, the Company had securities
available  for  sale in the  amount  of $235  million,  $381  million,  and $319
million,  respectively,  including  unrealized gains on securities available for
sale of $223 million, $321 million, and $260 million,  respectively. At June 30,
2000 and 1999 and  December  31, 1999,  the Company had no  securities  held for
trading in its investment securities portfolio.

     Included in the  Company's  investment  portfolio at June 30, 2000 and 1999
and December 31, 1999 were  collateralized  mortgage  obligations  (CMOs) in the
amount of $65 million, $166 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 June 30, 2000,  all of
these CMOs qualified for inclusion in the regulatory liquidity measurement.

     LOANS RECEIVABLE AND MORTGAGE-BACKED SECURITIES

     The  Company  invests  primarily  in whole  loans.  From time to time,  the
Company  securitizes  loans from its portfolio into  mortgage-backed  securities
(MBS) and Real Estate Mortgage Investment Conduit Securities  (MBS-REMICs).  MBS
and MBS-REMICs are available to be used as collateral  for  borrowings.  At June
30,  2000 and 1999 and  December  31,  1999,  the  balance  of loans  receivable
including mortgage-backed securities was $45.8 billion, $35.5 billion, and $39.6
billion,  respectively.  Included in the $45.8 billion at June 30, 2000 was $5.0
billion  of  Federal  National  Mortgage   Association  (FNMA)   mortgage-backed
securities  with the  underlying  loans  subject to full credit  recourse to the
Company, $8.6 billion of MBS-REMICs, and $481 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 $35.5 billion at
June 30, 1999, was $3.3 billion of FNMA MBS with the underlying loans subject to
full credit  recourse  to the  Company,  $8.1  billion of  MBS-REMICs,  and $569
million of purchased MBS.



<PAGE>


                  MORTGAGE-BACKED SECURITIES

         At June 30, 2000 and 1999 and December  31,  1999,  the Company had MBS
held to  maturity  in the  amount of $14.1  billion,  $11.9  billion,  and $11.6
billion,  respectively.  The increase in MBS from June 30, 1999 to June 30, 2000
was due to the  securitization  of $1.1  billion of  adjustable  rate  mortgages
(ARMs) into FNMA MBS during the fourth  quarter of 1999, the  securitization  of
$1.5 billion of ARMs into FNMA MBS during the first six months of 2000,  and the
securitization of $2.0 billion of ARMs into MBS-REMICs during the second quarter
of 2000.  The FNMA MBS and the MBS-REMICs are available to be used as collateral
for  borrowings.  The Company has the ability and intent to hold these MBS until
maturity and, accordingly, these MBS are classified as held to maturity.

         At June 30, 2000 and 1999 and December  31,  1999,  the Company had MBS
available for sale in the amount of $71 million,  $93 million,  and $79 million,
respectively,  including  unrealized  gains  on MBS  available  for  sale  of $1
million, $2 million, and $1 million, respectively. At June 30, 2000 and 1999 and
December 31, 1999, the Company had no trading MBS.

         Repayments  of MBS during the  second  quarter  and first six months of
2000 were $547 million and $1.0 billion, respectively,  compared to $795 million
and $1.5 billion  during the same  periods of 1999.  MBS  repayments  were lower
during the first six months of 2000 as  compared to the first six months of 1999
due to a decrease in the prepayment rate.

                  LOAN VOLUME

         New loan originations for the three and six months ended June 30, 2000,
amounted  to $5.7  billion  and $9.4  billion,  respectively,  compared  to $2.9
billion and $4.9 billion for the same periods in 1999. The record high volume of
originations  during 2000 was due to continued strong demand for adjustable rate
loans, the Company's  primary product.  Refinanced loans constituted 31% and 34%
of new loan  originations  for the three and six  months  ended  June 30,  2000,
compared to 43% and 46% for the three and six months ended June 30, 1999.

         Loans  originated for sale amounted to $60 million and $114 million for
the three and six months ended June 30, 2000,  compared to $317 million and $604
million for the same periods in 1999. The reduction in loans originated for sale
in 2000 as  compared to 1999 was  attributable  to the  decrease  in  fixed-rate
originations due to higher rates being charged on fixed-rate  loans.  During the
second quarter and first six months of 2000, $8 million and $16 million of loans
were  converted at the  customer's  request from  adjustable  rate to fixed-rate
compared to $300  million and $471  million  for the same  periods in 1999.  The
Company continues to sell most of its new fixed-rate loans and for the three and
six months  ended June 30, 2000 the Company sold $63 million and $135 million of
fixed-rate  loans,  respectively,  compared to $425 million and $961 million for
the same periods of 1999.



<PAGE>


         At June 30, 2000, the Company had lending  operations in 30 states. The
largest  source  of  mortgage   origination  is  loans  secured  by  residential
properties in California.  For the three and six months ended June 30, 2000, 60%
and 61% of total loan originations were on residential  properties in California
compared to 65% and 64% for the same periods in 1999.  The five largest  states,
other than  California,  for originations for the six months ended June 30, 2000
were Florida, Texas, New Jersey,  Washington, and Colorado with a combined total
of 20% of  total  originations.  The  percentage  of the  total  loan  portfolio
(including  MBS with recourse and  MBS-REMICs)  that is comprised of residential
loans in California was 63% at June 30, 2000 compared to 65% and 64% at June 30,
1999 and December 31, 1999.

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

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

                                     TABLE 3

                 Adjustable Rate Mortgage Originations by Index
                             (Dollars in thousands)

                                  Three Months Ended              Six Months Ended
                                        June 30                        June 30
                              ----------------------------   ----------------------------
        ARM Index                2000            1999           2000            1999
--------------------------    ------------   -------------   ------------    ------------
<S>                           <C>             <C>            <C>             <C>
COFI                          $ 1,758,896     $   761,557    $ 2,866,783     $ 1,310,190
COSI                            3,507,389       1,730,440      5,836,576       2,807,828
TCM                               209,148          33,091        401,559          71,741
                              ------------   -------------   ------------    ------------
                              $ 5,475,433     $ 2,525,088    $ 9,104,918     $ 4,189,759
                              ============   =============   ============    ============
</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 June 30, 2000 and 1999 and December 31, 1999.
<TABLE>
<CAPTION>

                                     TABLE 4

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

                                          June 30
                              --------------------------------     December 31
        ARM Index                 2000              1999              1999
--------------------------    --------------   ---------------   ---------------
<S>                            <C>                <C>              <C>
COFI                           $ 26,874,901       $26,986,275      $ 26,217,670
COSI                             14,428,092         4,343,877         9,182,829
TCM                               1,538,953         1,210,583         1,266,541
Other                               149,656           165,118           152,470
                              --------------   ---------------   ---------------
                               $ 42,991,602       $32,705,853      $ 36,819,510
                              ==============   ===============   ===============

</TABLE>



<PAGE>


         The  Company  generally  lends  up to  80% of the  appraised  value  of
residential real property.  In some cases, a higher amount is possible through a
first  mortgage loan or a combination  of a first and a second  mortgage loan on
the same property.  During the first six months of 2000, 20% of loans originated
exceeded 80% of the  appraised  value of the secured  property,  including  $213
million of firsts and $1.7 billion of combined firsts and seconds.

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

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

                                     TABLE 5

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

                                         For the Three Months Ended        For the Six Months Ended
                                                   June 30                          June 30
                                        ------------------------------   ------------------------------
                                           2000              1999            2000             1999
                                        ------------      ------------   -------------     ------------
  <S>                                      <C>              <C>             <C>              <C>
    First mortgages with loan to
    value ratios greater than 80%:
        With insurance                     $ 28,113         $  23,086       $  46,050        $  46,257
        With no insurance                   100,725            48,197         166,623           87,296
                                        ------------      ------------   -------------     ------------
                                            128,838            71,283         212,673          133,553
                                        ------------      ------------   -------------     ------------
    First and second mortgages with
    combined loan to value ratios
    greater than 80%:
        With pool insurance                 765,892            36,980       1,197,229           36,980
        With no insurance                   282,261           411,538         504,165          588,061
                                        ------------      ------------   -------------     ------------
                                          1,048,153           448,518       1,701,394          625,041
                                        ------------      ------------   -------------     ------------
        Total                           $ 1,176,991         $ 519,801     $ 1,914,067        $ 758,594
                                        ============      ============   =============     ============
</TABLE>
<PAGE>


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

                                     TABLE 6

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

                                                 As of June 30
                                        --------------------------------
                                            2000              1999
                                        --------------    --------------
<S>                                        <C>               <C>
First mortgages with loan to
value ratios greater than 80%:
    With insurance                        $   371,260       $   425,890
    With no insurance                         892,275           841,922
                                        --------------    --------------
                                            1,263,535         1,267,812
                                        --------------    --------------
First and second mortgages with
combined loan to value ratios
greater than 80%:
    With pool insurance                     1,787,737            36,947
    With no insurance                         488,469           163,299
                                        --------------    --------------
                                            2,276,206           200,246
                                        --------------    --------------
    Total                                 $ 3,539,741       $ 1,468,058
                                        ==============    ==============
</TABLE>


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



<PAGE>
<TABLE>
<CAPTION>


                                     TABLE 7

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

                          Residential
                          Real Estate                          Commercial                     Loans as
                    -------------------------                     Real           Total          a% of
     State            1 - 4           5+          Land           Estate        Loans (a)      Portfolio
----------------   ------------   -----------   ----------    --------------   -----------   ------------
<S>                <C>            <C>             <C>           <C>           <C>               <C>
California         $25,362,479    $3,395,439      $   174       $  25,248     $28,783,340       63.35%
Florida              2,176,946        14,753          -0-             415       2,192,114        4.82
Texas                1,842,343        54,591          307           1,136       1,898,377        4.18
New Jersey           1,623,540           -0-          -0-           2,983       1,626,523        3.58
Illinois             1,376,204       119,021          -0-             -0-       1,495,225        3.29
Washington             899,414       526,412          -0-             -0-       1,425,826        3.14
Colorado             1,162,879       182,164          -0-           5,102       1,350,145        2.97
Arizona                974,528        18,236          -0-             -0-         992,764        2.18
Pennsylvania           917,792         3,105          -0-           2,453         923,350        2.03
Other (b)            4,706,240        42,137           46           5,139       4,753,562       10.46
                   ------------   -----------   ----------   -------------    ------------   ---------
  Totals           $41,042,365    $4,355,858      $   527       $  42,476      45,441,226      100.00%
                   ============   ===========   ==========   =============                   =========

SFAS 91 deferred loan costs                                                       117,551
Loan discount on purchased loans                                                   (1,728)
Undisbursed loan funds                                                             (6,891)
Allowance for loan losses                                                        (234,834)
Loans to facilitate (LTF) interest reserve                                           (258)
Troubled debt restructured (TDR) interest reserve                                    (496)
Loans on deposits                                                                  20,538
                                                                              ------------
   Total loan portfolio and loans securitized into FNMA MBS with recourse
   and MBS-REMICs                                                              45,335,108
Loans securitized into FNMA MBS with recourse and MBS-REMICs                  (13,651,191)(c)
                                                                              ------------
     Total loans receivable                                                   $31,683,917
                                                                              ============
</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 June 30, 2000 balances of loans that were
     securitized and retained as FNMA MBS with recourse and MBS-REMICs.



<PAGE>
<TABLE>
<CAPTION>


                                     TABLE 8

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

                          Residential
                          Real Estate                          Commercial                     Loans as
                    -------------------------                     Real           Total          a% of
     State            1 - 4           5+          Land           Estate        Loans (a)      Portfolio
----------------   ------------   -----------   ----------    --------------   -----------   ------------
<S>                <C>            <C>             <C>           <C>           <C>               <C>
California         $19,585,296    $3,306,202      $   200       $  34,185     $22,925,883       65.30%
Florida              1,515,516        16,661            1             508       1,532,686        4.37
Texas                1,404,240        61,801          482           1,288       1,467,811        4.18
New Jersey           1,181,787           -0-          -0-           4,150       1,185,937        3.38
Illinois             1,110,849       132,960          -0-             -0-       1,243,809        3.54
Washington             578,534       447,979          -0-             670       1,027,183        2.93
Colorado               895,407       175,984          -0-           5,457       1,076,848        3.07
Arizona                754,233        22,462          -0-             -0-         776,695        2.21
Pennsylvania           656,849         4,125          -0-           2,775         663,749        1.89
Other (b)            3,158,073        41,450           59           8,445       3,208,027        9.13
                   ------------   -----------   ----------   -------------    ------------   ---------
  Totals           $30,840,784    $4,209,624      $   742       $  57,478      35,108,628      100.00%
                   ============   ===========   ==========   =============                   =========

SFAS 91 net deferred loan costs                                                    28,432
Loan discount on purchased loans                                                   (2,199)
Undisbursed loan funds                                                             (3,803)
Allowance for loan losses                                                        (233,471)
Loans to facilitate interest reserve                                                 (356)
Troubled debt restructured interest reserve                                        (1,414)
Loans on deposits                                                                  23,556
                                                                              ------------
  Total loan portfolio and loans securitized into FNMA MBS with recourse
  and MBS-REMIC                                                                34,919,373
Loans securitized into FNMA MBS with recourse and MBS-REMIC                   (11,433,486)(c)
                                                                              ------------
     Total loans receivable                                                   $23,485,887
                                                                              ============
</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 June 30, 1999 balances of loans that were
     securitized and retained as FNMA MBS with recourse and MBS-REMIC.



<PAGE>


         The Company  continues to emphasize ARM loans with interest  rates that
change monthly in accordance with movements in specified indexes. The portion of
the mortgage portfolio (including MBS and MBS-REMICs) composed of rate-sensitive
loans  was 94% at June 30,  2000,  compared  to 92% at June 30,  1999 and 93% at
December 31, 1999.  The  Company's ARM  originations  for the first half of 2000
constituted 96% of new mortgage loans made in 2000 compared to 85% for the first
half 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 12.35%,  or 4.81% above the actual  weighted  average rate at June 30, 2000,
versus 12.54%, or 5.55% above the weighted average rate at June 30, 1999.

         Approximately  $5.0 billion of the Company's ARM loans  (including  MBS
with recourse and  MBS-REMICs)  have terms that state that the interest rate may
not fall below a lifetime floor set at the time of origination or assumption. As
of June 30, 2000,  $339 million of ARM loans had reached their rate floors.  The
weighted  average floor rate on the loans that had reached their floor was 7.76%
at June 30, 2000  compared  to 7.62% at June 30,  1999.  Without the floor,  the
average  rate on these loans would have been 7.30% at June 30, 2000 and 7.11% at
June 30, 1999.

         Loan repayments  consist of monthly loan amortization and loan payoffs.
For the three and six months  ended June 30,  2000,  loan  repayments  were $1.2
billion  and $2.1  billion,  respectively,  compared  to $1.4  billion  and $2.7
billion  in the same  periods  of 1999.  The  decrease  in loan  repayments  was
primarily due to a decrease in loan payoffs in the first six months of 2000.

         MORTGAGE SERVICING RIGHTS

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

                                     TABLE 9

                      Capitalized Mortgage Servicing Rights
                             (Dollars in thousands)

                                                                Three Months Ended            Six Months Ended
                                                                     June 30                      June 30
                                                             -------------------------   -------------------------
                                                                 2000          1999          2000          1999
                                                             -----------   -----------   -----------   -----------
<S>                                                            <C>           <C>           <C>           <C>
  Beginning balance of capitalized mortgage servicing rights   $ 35,096      $ 35,250      $ 37,295      $ 28,635
  New capitalized mortgage servicing rights from loan sales         663         7,491         1,485        16,459
  Amortization of capitalized mortgage servicing rights          (3,064)       (2,881)       (6,085)       (5,234)
                                                             -----------   -----------   -----------   -----------
  Ending balance of capitalized mortgage servicing rights      $ 32,695      $ 39,860      $ 32,695      $ 39,860
                                                             ===========   ===========   ===========   ===========
</TABLE>

         The book  value of Golden  West's  servicing  rights did not exceed the
fair  value  at June 30,  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)

                                                            June 30
                                                   --------------------------   December 31
                                                      2000           1999           1999
                                                   -----------    -----------   --------------
<S>                                                 <C>            <C>             <C>
Non-accrual loans                                   $ 210,127      $ 239,937       $ 225,409
Real estate acquired through foreclosure                9,156         20,805          10,840
Real estate in judgment                                   452            439              69
                                                   -----------    -----------    ------------
Total nonperforming assets                          $ 219,735      $ 261,181       $ 236,318
                                                   ===========    ===========    ============

TDRs                                                $   4,053      $  15,896       $  10,542
                                                   ===========    ===========    ============

Ratio of NPAs to total assets                            .45%           .69%            .56%
                                                   ===========    ===========    ============

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

Ratio of NPAs and TDRs to total assets                   .46%           .73%            .59%
                                                   ===========    ===========    ============
</TABLE>

         The lower NPAs at June 30, 2000 as  compared  to June 30, 1999  reflect
the strong  economy  and  housing  market.  The  Company  closely  monitors  all
delinquencies  and takes  appropriate  steps to protect its interests.  Interest
foregone  on  non-accrual  loans  amounted  to $1 million  and $2 million in the
second  quarter  and first six  months of 2000  compared  to $1  million  and $3
million for the same periods in 1999.  Interest foregone on TDRs amounted to $46
thousand  and $112  thousand  for the three and six months  ended June 30, 2000,
compared to $108  thousand and $243  thousand for the three and six months ended
June 30, 1999.

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


<PAGE>
<TABLE>
<CAPTION>


                                    TABLE 11

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

                             Non-Accrual Loans (a)                  Real Estate Owned
                      ------------------------------------   --------------------------------
                          Residential        Commercial                          Commercial                 NPAs as
                          Real Estate           Real            Residential         Real        Total        a% of
      State             1 -4         5+        Estate         1 - 4       5+       Estate      NPAs(b)       Loans
------------------    ---------   ---------  -----------     --------  ---------  ---------   ----------    --------
<S>                   <C>           <C>         <C>          <C>         <C>        <C>        <C>            <C>
California            $114,337      $  528      $   668      $ 4,548     $  -0-     $  -0-     $120,081       .42%
Florida                 16,757         -0-          178           78        -0-        -0-       17,013       .78
Texas                    8,759         -0-          -0-          670        -0-        -0-        9,429       .50
New Jersey              13,516         -0-          383          689        -0-        284       14,872       .91
Illinois                10,938         215          -0-          470        -0-        -0-       11,623       .78
Washington               2,887         -0-          -0-          118        -0-        -0-        3,005       .21
Colorado                 2,129         -0-          -0-          196        -0-        -0-        2,325       .17
Arizona                  4,575         -0-          -0-          -0-        -0-        -0-        4,575       .46
Pennsylvania             9,682         -0-          -0-        1,044        -0-        -0-       10,726      1.16
Other (c)               24,491          84          -0-        1,256        -0-        508       26,339       .55
                      ---------   ---------  -----------     --------  ---------  ---------   ----------    -----
  Totals              $208,071      $  827     $  1,229      $ 9,069     $  -0-     $  792      219,988       .48%
                      =========   =========  ===========     ========  =========  =========

REO general valuation allowance                                                                    (253)     (.00)
                                                                                              ----------     -----
Total nonperforming assets                                                                     $219,735       .48%
                                                                                              ==========     =====
</TABLE>

(a)  Non-accruals loans are 90 days or more past due and have no unpaid interest
     accrued.

(b)  The June 30, 2000 balances  include loans that were  securitized  into FNMA
     MBS and MBS-REMICs.

(c)  Includes states with loans less than 2% of total loans.
<TABLE>
<CAPTION>

                                    TABLE 12

                          Nonperforming Assets by State
                                  June 30, 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            $148,755     $ 2,958    $ 1,787      $16,191      $  931      $ 129     $170,751       .74%
Florida                 14,346         -0-         29          755         -0-        -0-       15,130       .99
Texas                    7,850         -0-        -0-          393         -0-        -0-        8,243       .56
New Jersey              15,784         -0-        371          156         -0-        -0-       16,311      1.38
Illinois                11,069         216        -0-          667         -0-        -0-       11,952       .96
Washington               1,792         -0-        -0-           29         -0-        -0-        1,821       .18
Colorado                 2,249         -0-          3          372         -0-        -0-        2,624       .24
Arizona                  4,323         -0-        -0-           84         -0-        -0-        4,407       .57
Pennsylvania             8,155         -0-        -0-          267         -0-        -0-        8,422      1.27
Other (c)               17,256         997      1,997        1,776         -0-        -0-       22,026       .69
                      ---------   ---------  ---------     --------   ---------  ---------    ---------     -----
  Totals              $231,579     $ 4,171    $ 4,187      $20,690      $  931      $ 129      261,687       .75%
                      =========   =========  =========     ========   =========  =========

REO general valuation allowance                                                                   (506)     (.00)
                                                                                              ---------    -----
Total nonperforming assets                                                                    $261,181       .75%
                                                                                              =========    =====

</TABLE>

(a)  Non-accruals loans are 90 days or more past due and have no unpaid interest
     accrued.
(b)  The June 30, 1999 balances  include loans that were  securitized  into FNMA
     MBS and MBS-REMIC.
(c)  Includes states with loans less than 2% of total loans.


<PAGE>


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

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

                                    TABLE 13

                      Changes in Allowance for Loan Losses
                             (Dollars in thousands)

                                                              Three Months Ended          Six Months Ended
                                                                    June 30                   June 30
                                                           ------------------------   -----------------------
                                                              2000         1999         2000         1999
                                                           -----------   ----------   ----------   ----------
<S>                                                         <C>          <C>          <C>          <C>
  Beginning allowance for loan losses                       $ 233,016    $ 236,476    $ 232,134    $ 244,466
  Provision for (recovery of) losses charged to expense         3,842         (727)       4,811         (153)
  Net transfer of allowance (to) from reserve for losses
    on loans sold or securitized and retained                  (1,859)      (2,385)      (1,672)     (12,135)
  Less loans charged off                                         (269)        (225)        (620)         -0-
  Add recoveries                                                  104          332          181        1,293
                                                           -----------   ----------   ----------   ----------
  Ending allowance for loan losses                          $ 234,834    $ 233,471    $ 234,834    $ 233,471
                                                           ===========   ==========   ==========   ==========

  Ratio of net chargeoffs (recoveries) to average loans
    outstanding (including MBS with recourse)                    .00%         .00%         .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 and six months ended June 30,
  2000 and 1999.
<TABLE>
<CAPTION>

                                    TABLE 14

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

                                                              Three Months Ended          Six Months Ended
                                                                    June 30                   June 30
                                                           ------------------------   -----------------------
                                                              2000         1999         2000         1999
                                                           -----------   ----------   ----------   ----------
<S>                                                          <C>          <C>          <C>           <C>
  Beginning balance of reserve for losses on loans
    sold with recourse or securitized and retained           $ 15,438     $ 12,549     $ 15,572     $  2,256
  Initial recourse liability recognized at time of sale            34          463           87        1,006
  Net transfer from (to) allowance for loan losses              1,859        2,385        1,672       12,135
                                                           -----------   ----------   ----------   ----------
  Ending balance of reserve for losses on loans
    sold with recourse or securitized and retained           $ 17,331     $ 15,397     $ 17,331     $ 15,397
                                                           ===========   ==========   ==========   ==========

</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 114.8%
  and 95.3% at June 30, 2000 and 1999, respectively.  At June 30, 2000 and 1999,
  the ratio to total loans  (including  MBS with  recourse and  MBS-REMICs)  and
  loans sold with  recourse of the allowance for loan losses and the reserve for
  losses  on  loans  sold  or  securitized  and  retained  was  .53%  and  .67%,
  respectively.

         DEPOSITS

         Retail  deposits  increased  during the second  quarter of 2000 by $503
million,  including interest credited of $301 million, compared to a decrease of
$60 million,  including interest credited of $265 million, in the second quarter
of  1999.  Retail  deposits  increased  during  the  first  half of 2000 by $612
million, including interest credited of $568 million, compared to an increase of
$117 million,  including interest credited of $510 million, in the first half of
1999.  During the second quarter of 1999, the Company sold three branches with a
total of $119 million in deposits.  Retail deposits  increased  during the first
half of 2000 and 1999 primarily due to interest  credited.  At June 30, 2000 and
1999, transaction accounts (which includes checking,  passbook, and money market
accounts)  represented  31% and  39%,  respectively,  of the  total  balance  of
deposits.

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




<PAGE>


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

                                    TABLE 15

                                    Deposits
                              (Dollars in millions)

                                                                                 June 30
                                                           ---------------------------------------------------
                                                                     2000                       1999
                                                           ------------------------   ------------------------
                                                             Rate*         Amount       Rate*        Amount
                                                           ---------    -----------   ------------------------
<S>                                                            <C>       <C>              <C>       <C>
    Deposits by rate:
      Interest-bearing checking accounts                       2.93%     $     116        3.42%     $     109
      Interest-bearing checking accounts swept
        into money market deposit accounts                     3.45          3,157        3.52          3,106
      Passbook accounts                                        1.48            469        1.82            507
      Money market deposit accounts                            4.27          4,739        4.39          6,540
      Term certificate accounts with original maturities of:
        4 weeks to 1 year                                      5.75          9,129        4.40          5,270
        1 to 2 years                                           5.64          6,922        4.94          7,572
        2 to 3 years                                           5.52          1,400        5.27          1,379
        3 to 4 years                                           5.60            431        5.21            330
        4 years and over                                       5.90            655        5.72            950
      Retail jumbo CDs                                         5.56            709        4.70            573
      Wholesale CDs                                            0.00            -0-        0.00            -0-
                                                                        -----------               ------------
                                                                          $ 27,727                   $ 26,336
                                                                        ===========               ============


                                                                            2000                      1999
                                                                        -----------               ------------
    Deposits by remaining maturity:
        No contractual maturity                                3.79%      $  8,481        3.99%      $ 10,262
        Maturity within one year                               5.64         16,396        4.83         14,645
        1 to 5 years                                           6.00          2,818        5.13          1,412
        Over 5 years                                           5.24             32        4.82             17
                                                                        -----------               ------------
                                                                          $ 27,727                   $ 26,336
                                                                        ===========               ============
</TABLE>

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

         At June 30, the weighted  average cost of deposits was 5.11% (2000) and
4.50% (1999).

         ADVANCES FROM FEDERAL HOME LOAN BANKS

         The Company uses  borrowings  from FHLBs,  also known as "advances," to
supplement  cash  flow and to  provide  funds for loan  origination  activities.
Advances  are secured by pledges of certain  loans,  MBS-REMICs,  other MBS, and
capital  stock of FHLBs.  FHLB  advances  amounted to $15.2  billion at June 30,
2000,  compared to $6.1 billion and $8.9 billion at June 30, 1999,  and December
31, 1999, respectively.


<PAGE>


         SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

         The Company borrows funds through  transactions in which securities are
sold under agreements to repurchase  (Reverse Repos).  Reverse Repos are entered
into  with  selected  major  government  securities  dealers  and  large  banks,
typically using MBS from the Company's portfolio. Reverse Repos with dealers and
banks amounted to $1.2 billion,  $685 million, and $1.0 billion at June 30, 2000
and 1999, and December 31, 1999, respectively.

         OTHER BORROWINGS

         At June 30, 2000,  Golden West,  at the holding  company  level,  had a
total of $713 million of subordinated  debt issued and  outstanding.  As of June
30, 2000, the Company's  subordinated  debt  securities  were rated A3 and A- by
Moody's Investors Service (Moody's) and Standard & Poor's (S&P), respectively.

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

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

         STOCKHOLDERS' EQUITY

         The Company's stockholders' equity increased by $115 million during the
first  six  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 $109 million cost of the repurchase
of Company stock. The Company's  stockholders' equity increased during the first
six months of 1999 by $42 million 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 $170 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 June 30, 2000 and 1999,
and  December 31, 1999,  were $136  million,  $195  million,  and $158  million,
respectively.

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

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


<PAGE>


         REGULATORY CAPITAL

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

                                    TABLE 16

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

                              June 30, 2000                                     June 30, 1999
              -----------------------------------------------   ----------------------------------------------
                     ACTUAL                  REQUIRED                  ACTUAL                  REQUIRED
              ----------------------   ----------------------   ----------------------   ---------------------
               Capital      Ratio       Capital      Ratio       Capital      Ratio       Capital      Ratio
              -----------  ---------   -----------  ---------   ----------   ---------   ----------   --------
<S>           <C>           <C>       <C>            <C>       <C>            <C>       <C>            <C>
  Tangible    $2,713,085    6.05%     $   672,890    1.50%     $2,336,862     7.01%     $  499,791     1.50%
  Core         2,713,085    6.05        1,794,373    4.00       2,336,862     7.01       1,332,775     4.00
  Risk-based   2,877,950   10.98        2,097,301    8.00       2,483,193    12.95       1,533,886     8.00

</TABLE>

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

                                    TABLE 17

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

                               June 30, 2000                                      June 30, 1999
              ------------------------------------------------   ------------------------------------------------
                      ACTUAL                   REQUIRED                 ACTUAL                   REQUIRED
              -----------------------   ----------------------   ----------------------   -----------------------
               Capital       Ratio       Capital      Ratio       Capital       Ratio      Capital       Ratio
              -----------   ---------   -----------  ---------   -----------   --------   -----------   ---------
<S>            <C>           <C>         <C>           <C>       <C>            <C>        <C>           <C>
  Tangible     $ 439,198     9.60%       $  68,626     1.50%     $  548,213     9.52%      $  86,344     1.50%
  Core           439,198     9.60          183,003     4.00         548,213     9.52         230,252     4.00
  Risk-based     467,648    18.62          200,954     8.00         584,207    18.60         251,217     8.00
</TABLE>


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

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



<PAGE>


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

                                    TABLE 18

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

                                                  ACTUAL                       WELL-CAPITALIZED
                                           ------------------------       --------------------------
                                            Capital       Ratio              Capital        Ratio
                                           -----------   ----------       ------------   -----------
<S>                                      <C>                <C>           <C>                <C>
        Leverage                         $ 2,713,085        6.05%         $ 2,242,967        5.00%
        Tier 1 risk-based                  2,713,085       10.35            1,572,975        6.00
        Total risk-based                   2,877,950       10.98            2,621,626       10.00
</TABLE>

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

                                    TABLE 19

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

                                                    ACTUAL                     WELL-CAPITALIZED
                                           ------------------------       --------------------------
                                            Capital       Ratio              Capital        Ratio
                                           -----------   ----------       ------------   -----------
<S>                                        <C>              <C>             <C>              <C>
        Leverage                           $ 439,198        9.60%           $ 228,754        5.00%
        Tier 1 risk-based                    439,198       17.48              150,715        6.00
        Total risk-based                     467,648       18.62              251,192       10.00
</TABLE>

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

                                    TABLE 20

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

                                  June 30, 2000                                     June 30, 1999
                  -----------------------------------------------   ----------------------------------------------
                         ACTUAL                  REQUIRED                  ACTUAL                 REQUIRED
                  ----------------------   ----------------------   ----------------------  ----------------------
                   Capital       Ratio      Capital      Ratio       Capital      Ratio      Capital      Ratio
                  -----------   --------   -----------  ---------   ----------   ---------  -----------  ---------
<S>                 <C>           <C>       <C>           <C>        <C>           <C>        <C>          <C>
  Tier 1 leverage   $ 233,350     5.21%     $ 134,278     3.00%      $ 194,087     5.41%      $ 107,577    3.00%
  Tier 1 risk-based   233,350    24.64         37,887     4.00         194,087    26.19          29,648    4.00
  Total risk-based    233,553    24.66         75,774     8.00         194,301    26.21          59,296    8.00

</TABLE>




<PAGE>


RESULTS OF OPERATIONS

         NET EARNINGS

         Net earnings for the three months ended June 30, 2000 were $133 million
compared to net  earnings of $122  million for the three  months  ended June 30,
1999.  Net  earnings  for the six months  ended June 30, 2000 were $259  million
compared to net earnings of $243 million for the six months ended June 30, 1999.
Net earnings  increased for the first six months of 2000 as compared to the same
period in 1999 as a result of increased net interest  income which was partially
offset by an increase in general and administrative expenses.

         SPREAD

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

                                    TABLE 21

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

                                        June 30
                              ----------------------------       December 31
                                 2000            1999                1999
                              ------------    ------------       -------------
<S>                               <C>            <C>               <C>
Yield on loan portfolio           7.53%           7.06%              7.16%
Yield on MBS                      7.49            7.07               7.17
Yield on investments              7.76            6.45               5.88
                              ---------       ---------          ---------
Yield on earning assets           7.52            7.06               7.15
                              ---------       ---------          ---------
Cost of deposits                  5.11            4.50               4.69
Cost of borrowings                6.43            5.59               5.77
                              ---------       ---------          ---------
Cost of funds                     5.61            4.75               5.00
                              ---------       ---------          ---------
Primary spread                    1.91%           2.31%              2.15%
                              =========       =========          =========
</TABLE>

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



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

                                      Three Months Ended               Three Months Ended
                                        June 30, 2000                    June 30, 1999
                                -------------------------------  -------------------------------
                                            Annualized  End of             Annualized   End of
                                Average     Average     Period   Average     Average    Period
                                Balances      Yield     Yield    Balances     Yield      Yield
                                ----------  ----------  -------  -----------  ---------  -------
<S>                            <C>              <C>      <C>     <C>            <C>      <C>
   ASSETS
   Investment Securities       $ 2,956,673      6.49%    7.76%   $ 3,278,465    5.19%    6.45%
   Mortgage-backed securities   12,496,770      7.43%    7.49%    10,938,702    6.93%    7.07%
   Loans receivable (a)         31,493,046      7.57%    7.53%    24,633,968    7.23% .  7.06%
   Invest. in capital stock        703,810      9.55%    6.29%       597,545    5.38%    5.24%
     of FHLBs
                                ----------  ----------           -----------  ---------
   Interest-earning assets     $47,650,299      7.49%            $39,448,680    6.95%
                                ==========  ==========           ===========  =========
   LIABILITIES
   Deposits:
       Checking accounts       $   131,306      2.34%    2.93%   $   108,477    2.15%     3.42%
       Savings accounts          8,869,768      3.78%    3.80%    10,030,827    3.85%     3.99%
       Term accounts            19,744,895      5.55%    5.69%    16,977,162    4.92%     4.83%
                                ----------  ----------  -------  -----------  ---------  -------
           Total deposits       28,745,969      4.98%    5.11%    27,116,466    4.51%     4.50%
   Advances from FHLBs          13,535,342      6.12%    6.40%     6,112,877    5.39%     5.36%
   Reverse repurchases           1,458,960      6.02%    6.16%     1,497,923    5.01%     5.15%
   Other borrowings              1,389,851      7.10%    7.69%     1,963,444    6.02%     7.63%
                                ----------  ----------           -----------  ---------
  Interest-bearing liabilities $45,130,122      5.42%            $36,690,710    4.76%
                                ==========  ==========           ===========  =========
  Annualized net interest spread                2.07%                           2.19%
                                             ==========                       =========
  Net interest income          $   280,527                       $   248,506
                                ==========                       ===========
  Annualized net yield on
   average interest-earning assets              2.35%                           2.52%
                                             ==========                       =========
</TABLE>
(a)  Includes nonaccrual loans (90 days or more past due).
<TABLE>
<CAPTION>
                                    TABLE 23
        Average Interest-Earning Assets and Interest-Bearing Liabilities
                             (Dollars in thousands)

                                       Six Months Ended                 Six Months Ended
                                        June 30, 2000                    June 30, 1999
                                -------------------------------  -------------------------------
                                            Annualized  End of              Annualized  End of
                                Average     Average     Period   Average     Average    Period
                                Balances      Yield     Yield    Balances     Yield      Yield
                                ----------  ----------  -------  -----------  ---------  -------
<S>                             <C>             <C>      <C>     <C>             <C>      <C>
   ASSETS
   Investment Securities        $ 2,659,210      6.29%    7.76%  $ 3,208,154      5.12%    6.45%
   Mortgage-backed securities    12,118,877      7.32%    7.49%   10,430,900      6.87%    7.07%
   Loans receivable (a)          30,330,203      7.47%    7.53%   25,233,334      7.31%    7.06%
   Invest. in capital stock         635,567      7.95%    6.29%      678,314      5.41%    5.24%
     of FHLBs
                                ----------  ----------           -----------  ---------
   Interest-earning assets      $45,743,857      7.37%           $39,550,702      6.98%
                                ==========  ==========           ===========  =========
   LIABILITIES
   Deposits:
       Checking accounts        $   126,493      2.31%    2.93%    $ 105,216      2.13%    3.42%
       Savings accounts           9,191,983      3.81%    3.80%    9,744,626      3.85%    3.99%
       Term accounts             19,368,466      5.39%    5.69%   17,232,753      4.93%    4.83%
                                 ----------  ----------  -------  -----------  ---------  -------
           Total deposits        28,686,942      4.87%    5.11%   27,082,595      4.53%    4.50%
   Advances from FHLBs           11,788,452      5.96%    6.40%    6,230,228      5.41%    5.36%
   Reverse repurchases            1,324,795      5.83%    6.16%    1,344,277      4.80%    5.15%
   Other borrowings               1,324,598      7.01%    7.69%    2,122,922      6.21%    7.63%
                                ----------  ----------           -----------  ---------
   Interest-bearing             $43,124,787      5.26%           $36,780,022      4.79%
   liabilities                  ==========  ==========           ===========  =========

   Annualized net interest spread                2.11%                            2.19%
                                            ==========                        =========
   Net interest income          $ 550,158                         $ 499,207
                                ==========                       ===========
   Annualized net yield on
   average interest-earning assets               2.41%                            2.52%
                                            ==========                        =========
</TABLE>
(a)  Includes nonaccrual loans (90 days or  more past due).
<PAGE>


         The  following  table shows the  Company's  revenues  and expenses as a
percentage  of total  revenues  for the three and six months ended June 30, 2000
and 1999.
<TABLE>
<CAPTION>
                                    TABLE 24

                       Selected Revenue and Expense Items
                        as Percentages of Total Revenues

                                                        Three Months Ended         Six Months Ended
                                                             June 30                   June 30
                                                      -----------------------   -----------------------
                                                        2000         1999         2000          1999
                                                      ----------   ----------   ----------    ---------
<S>                                                        <C>          <C>          <C>          <C>
Interest on loans                                          63.9%        61.2%        64.4%        63.1%
Interest on mortgage-backed securities                     24.9         26.0         25.2         24.6
Interest and dividends on investments                       6.9          7.0          6.2          6.9
                                                      ----------   ----------   ----------    ---------
                                                           95.7         94.2         95.8         94.6
Less:
  Interest on deposits                                     38.4         42.1         39.7         42.1
  Interest on advances and other borrowings                27.2         18.0         24.8         18.3
                                                      ----------   ----------   ----------    ---------
                                                           65.6         60.1         64.5         60.4

Net interest income                                        30.1         34.1         31.3         34.2
  Provision for (recovery of) loan losses                    .4          (.1)          .3          0.0
                                                      ----------   ----------   ----------    ---------
Net interest income after provision for
  (recovery of) loan losses                                29.7         34.2         31.0         34.2

Add:
  Fees                                                      2.0          2.3          2.0          2.3
  Gain on the sale of securities, MBS, and loans             .2          1.1           .2          1.3
  Other non-interest income                                 2.1          2.4          2.0          1.8
                                                      ----------   ----------   ----------    ---------
                                                            4.3          5.8          4.2          5.4
Less:
  General and administrative expenses                      11.0         13.2         11.5         13.0
  Taxes on income                                           8.7         10.0          9.0         10.0
                                                      ----------   ----------   ----------    ---------
Net earnings                                               14.3%        16.8%        14.7%        16.6%
                                                      ==========   ==========   ==========    =========
</TABLE>


<PAGE>


         INTEREST RATE SWAPS

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

         Interest  rate swap  activity  decreased  net  interest  income by $4.1
million and $2.9 million for the three and six months  ended June 30,  2000,  as
compared to decreases of $927  thousand and $3.7 million for the same periods in
1999.

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

                                    TABLE 25

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

                                         June 30, 2000                              June 30, 1999
                            ----------------------------------------   ----------------------------------------
                                                            Net                                        Net
                            Unrealized    Unrealized    Unrealized     Unrealized    Unrealized    Unrealized
                               Gains        Losses      Gain(Loss)        Gains        Losses      Gain(Loss)
                            ------------  ------------  ------------   ------------  ------------  ------------
<S>                            <C>         <C>          <C>            <C>            <C>          <C>
Interest rate swaps:
  Receive fixed                $    -0-    $    2,778   $   (2,778)    $      917     $     150    $      767
  Pay fixed                       8,416         3,345        5,071          3,631        15,643       (12,012)
                            ------------  ------------  ------------   ------------  ------------ -------------
                               $  8,416    $    6,123   $    2,293     $    4,548     $  15,793    $  (11,245)
                            ============  ============  ============   ============  ============ =============

</TABLE>
<TABLE>
<CAPTION>
                                    TABLE 26

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

                                             Six Months Ended
                                               June 30, 2000
                                        ----------------------------
                                          Receive           Pay
                                           Fixed           Fixed
                                           Swaps           Swaps
                                        ------------    ------------
<S>                                         <C>             <C>
Balance at December 31, 1999                $   263         $   727
Additions                                       -0-             -0-
Maturities                                      (24)             (5)
                                        ------------    ------------
Balance at June 30, 2000                    $   239         $   722
                                        ============    ============
</TABLE>

         The range of floating  interest rates received on swap contracts in the
first six months of 2000 was 6.19% to 7.11%, and the range of floating  interest
rates paid on swap  contracts  was 6.28% to 6.87%.  The range of fixed  interest
rates  received on swap  contracts  in the first six months of 2000 was 5.58% 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 second  quarter of 2000,  interest  on loans was higher  than in the
comparable  1999  period by $150  million or 33.7%.  The  increase in the second
quarter of 2000 was due to a $6.7 billion increase in the average  portfolio and
a 41 basis point increase in the average  portfolio yield. For the first half of
2000,  interest on loans was higher than in the  comparable  1999 period by $211
million or 22.9%. The increase was due to a $4.9 billion increase in the average
portfolio balance and a 25 basis point increase in the average portfolio yield.

     INTEREST ON MORTGAGE-BACKED SECURITIES

     In the second quarter of 2000,  interest on mortgage-backed  securities was
higher than in the  comparable  1999  period by $43  million or 22.5%.  The 2000
increase  was  due  primarily  due to a $1.7  billion  increase  in the  average
portfolio  balance and a 43 basis point increase in the average portfolio yield.
For the first half of 2000,  interest on  mortgage-backed  securities was higher
than in the comparable  1999 period by $85 million or 23.8% due primarily due to
a $1.9 billion  increase in the average  portfolio  balance and a 33 basis point
increase in the average  portfolio  yield.  The increase in the  mortgage-backed
securities  portfolio was primarily due to the securitization of loans into FNMA
MBS and MBS-REMICs, as discussed on pages 12 and 13.

     INTEREST AND DIVIDENDS ON INVESTMENTS

     The income earned on the investment  portfolio  fluctuates,  depending upon
the volume outstanding and the yields available on short-term  investments.  For
the second  quarter of 2000,  interest and dividends on  investments  was higher
than in the  comparable  1999 period by $14 million or 28.1%.  The  increase was
primarily  due to a 139 basis point  increase in the  average  portfolio  yield,
which was partially offset by a $322 million  decrease in the average  portfolio
balance.  For the first half of 2000,  interest and dividends on investments was
higher than in the  comparable  1999 period by $8 million or 8.4%.  The increase
was primarily due to a 118 basis point increase in the average  portfolio  yield
which was partially offset by a $549 million  decrease in the average  portfolio
balance.

     In addition,  included in interest and  dividends  on  investments  for the
three and six months ended June 30, 2000 were $2.7 million of special  dividends
from the FHLB of San  Francisco and $2.8 million of special  dividends  from the
FHLB of Dallas for a total of $5.5 million. These dividends were received by the
Company  during the second  quarter of 2000.



<PAGE>


     INTEREST ON DEPOSITS

     In the second  quarter  of 2000,  interest  on  deposits  increased  by $52
million or 17.1% from the comparable period in 1999. The second quarter increase
was due to a 47 basis point  increase in the average cost of deposits and a $1.7
billion increase in the average balance of deposits.  In the first half of 2000,
interest  on  deposits  increased  by $85  million or 13.8% from the  comparable
period in 1999.  The six month  increase was  primarily  due to a 31 basis point
increase in the  average  cost of deposits  and a $1.6  billion  increase in the
average balance of deposits.

     INTEREST ON ADVANCES AND OTHER BORROWINGS

     For the second  quarter and first half of 2000,  interest  on advances  and
other  borrowings  increased by $123 million or 94.0% and $169 million or 63.2%,
respectively,  from the comparable  periods of 1999. The second quarter increase
was  primarily  due to a $6.8 billion  increase in the average  balance and a 73
basis  point  increase in the average  cost of these  borrowings.  The six month
increase was primarily due to a $4.7 billion increase in the average balance and
a 51 basis point increase in the average cost of these borrowings.

     PROVISION FOR (RECOVERY OF) LOAN LOSSES

     The provision for loan losses was $4 million and $5 million,  respectively,
for the three and six months ended June 30, 2000, compared to a recovery of $727
thousand and $153  thousand for the same periods in 1999.  The provision in 2000
reflected  the  rapid  growth  of the loan  portfolio.  The  recoveries  in 1999
reflected  declining  nonperforming  assets  as a result of the  strong  housing
market and economy.

     NONINTEREST INCOME

     Noninterest  income was $39  million  and $73 million for the three and six
months ended June 30, 2000, compared to $43 million and $78 million for the same
periods in 1999.  The  decrease in 2000 was due  primarily to lower gains on the
sale of loans.  In  addition,  for the three and six months ended June 30, 2000,
other income included $7 million and $11 million, respectively, of income earned
on our check outsourcing  program which started in September 1999. Under the new
program,  interest from float on outstanding  checks is reported in other income
instead of  interest  income as had been done  previously.  In the three and six
months ended June 30, 1999,  other income also included gains of $7 million from
the sale of three  savings  offices  located  in  markets  with  limited  growth
potential. There were no branch sales in 2000.

     GENERAL AND ADMINISTRATIVE EXPENSES

     For the second quarter and first half of 2000,  general and  administrative
expenses (G&A) were $102 million and $202 million, respectively, compared to $96
million and $189 million for the comparable periods in 1999. G&A as a percentage
of average assets on an annualized  basis was .87% and .90%,  respectively,  for
the  second  quarter  and  first  half of  2000  compared  to  1.00%  and  .99%,
respectively,  for the same  periods in 1999.  G&A  expenses  increased  in 2000
because  of  ongoing  investments  in  personnel,  facilities,  and  technology.
However,  G&A as a percentage of average  assets  decreased  during 2000 because
assets grew faster than G&A expense.


<PAGE>


         TAXES ON INCOME

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

         Taxes as a percentage  of earnings were 37.8%,  for the second  quarter
and first half of 1999 compared to 37.5% for the same periods a year ago.

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

         The principal  sources of funds for WFSB's,  WSL's,  and WSSB's parent,
Golden West, are dividends from subsidiaries,  interest on investments,  and the
proceeds from the issuance of debt and equity securities.  Various statutory and
regulatory  restrictions  and tax  considerations  limit the amount of dividends
WFSB and WSL can pay.  The  principal  liquidity  needs of  Golden  West are for
payment of interest  and  principal on  subordinated  debt  securities,  capital
contributions to its 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 June 30, 2000 and 1999,  and  December  31,  1999,
Golden West's total cash and investments amounted to $522 million, $725 million,
and $761  million,  respectively.  Included in the June 30,  2000 and 1999,  and
December 31, 1999 amounts are loans to WFSB.


<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Golden West  estimates  the  sensitivity  of the Company's net interest
income,  net  earnings,   and  capital  ratios  to  interest  rate  changes  and
anticipated  growth based on simulations  using an  asset/liability  model which
takes into account the lags described on pages 11 and 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 June 30,  2000,  Management  believes  that a 200 basis  point rate
increase sustained over a thirty-six month period would not affect the Company's
long-term profitability and financial strength.



<PAGE>


PART II.   OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)      Index to Exhibits

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

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

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

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

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

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

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

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


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

(a)      Index to Exhibits (continued)

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

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

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

                 11      Statement of Computation of Earnings Per Share

                 27      Financial Data Schedule


         (b) Reports on Form 8-K

                  The  Registrant  did not file any current  reports on Form 8-K
                  with the Commission during the first six 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:  August 14, 2000            /s/  Russell W. Kettell
                                   ---------------------------------
                                   Russell W. Kettell
                                   President and
                                   Chief Financial Officer


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