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                                                                     EXHIBIT 3.2

                                                                          PAGE 1
 
                               State of Delaware

                       Office of the Secretary of State

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


     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY 
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT 
OF "GOLDEN STATE BANCORP INC.", FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF 
APRIL, A.D. 1998, AT 12 O'CLOCK P.M.






                    [SEAL OF STATE              /s/ Edward J. Freel
                     OF DELAWARE]            -----------------------------------
                                             Edward J. Freel, Secretary of State

2660614  8100                                AUTHENTICATION:   9041992
               
981154808                                              DATE:   04-23-98   
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                             ARTICLES OF AMENDMENT

                                    TO THE

                         CERTIFICATE OF INCORPORATION

                                      OF

                           GOLDEN STATE BANCORP INC.


                   Pursuant to Section 242 of the Delaware General Corporation 

Law, the undersigned corporation hereby adopts the following Articles of 

Amendment to its Certificate of Incorporation:

                   ARTICLE ONE.  The following amendment to the Certificate of 

Incorporation was adopted by the Board of Directors of the Corporation on April 

23, 1998:

                   ARTICLE FOURTH of the Certificate of Incorporation is hereby 

amended to read as follows:

              FOURTH: The total number of shares of all classes of stock which 
     this corporation shall have authority to issue is three hundred million
     (300,000,000), of which two hundred and fifty million (250,000,000) shall
     be common stock, par value $1.00 per share, and fifty million (50,000,000)
     shall be serial preferred stock, par value $1.00 per share.

                   ARTICLE TWO. The following amendment to the Certificate of 

Designation of the Noncumulative Convertible Preferred Stock, Series A, was 

adopted by the Board of Directors of the Corporation on November 17, 1997:

                   Section IV.C(3) of the Certificate of Designation is hereby 

amended by (i) inserting  the subparagraph reference "(a)" immediately 

following "(3)" and (ii) adding a new paragraph (b) as follows:

                   (b) In the event that the Company shall, at any time or from
time to time while any shares of the Series A Preferred Stock are outstanding,
issue to holders of Common Stock as a dividend or distribution, any litigation
tracking warrants ("LTWs"), then (i) if a holder of the Series A Preferred Stock
converts its shares of Series A Preferred Stock prior to the date upon which

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     such warrants to purchase shares of Common Stock become exercisable (the
     "Triggering Date"), such holder shall receive (A) the number of shares of
     Common Stock into which such shares of Series A Preferred Stock are
     convertible without giving any effect to such dividend or distribution of
     LTWs and (B) the number of LTWs equal to the number of LTWs such holder
     would have received had such holder converted its Series A Preferred Stock
     into Common Stock immediately prior to the record date for the distribution
     of the LTWs and receive LTWs in such dividend or distribution or (ii) if a
     holder of the Series A Preferred Stock converts its shares of Series A
     Preferred Stock into Common Stock on or after the Triggering Date, such
     holder shall receive the number of shares of Common Stock equal to the
     number of shares of Common Stock such holder would have received had such
     holder (x) converted its shares of Series A Preferred Stock into shares of
     Common Stock and LTWs immediately prior to the Triggering Date and (y) then
     exercised such LTWs for the shares of Common Stock underlying such LTWs
     immediately after the Triggering Date. As a result of an adjustment
     pursuant to clause (ii) above, the Conversion Price of the Series A
     Preferred Stock shall be increased by an amount equal to the aggregate
     exercise price of the number of LTWs underlying the Series A Preferred
     Stock immediately prior to the Triggering Date.

     ARTICLE THREE. The number of shares of the corporation outstanding at the 
time of such adoption was 51,327,541; and the number of shares entitled to vote 
thereon was 51,113,949.

     ARTICLE FOURTH. The holders of a majority of the shares outstanding and 
entitled to vote on said amendment have voted to adopt said amendment at a 
Special Meeting of Shareholders held on April 23, 1998.

                                GOLDEN STATE BANCORP INC.

                                BY: /s/ James R. Eller, Jr.
                                    -----------------------------
                                    James R. Eller, Secretary

Dated: April 23, 1998