LOGO

1901 HARRISON STREET, OAKLAND, CALIFORNIA 94612

March 15, 1999

Dear Stockholder:

The Annual Meeting of Stockholders of Golden West Financial Corporation
will be held April 27, 1999, commencing at 11:00 a.m. on the fourth floor of the
Company's headquarters located at 1901 Harrison Street, Oakland, California. The
management and directors of Golden West Financial Corporation look forward to
meeting with you at that time.

Attached to this letter is the formal notice of meeting and proxy
statement. We urge you to complete and return the enclosed proxy immediately. A
prepaid return envelope is provided for that purpose. If you attend the meeting,
you may withdraw your previously mailed proxy and vote at the meeting.

Sincerely yours,

LOGO LOGO
HERBERT M. SANDLER MARION O. SANDLER
Chairman of the Board and Chairman of the Board and
Chief Executive Officer Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF

GOLDEN WEST FINANCIAL CORPORATION

The Annual Meeting of Stockholders of Golden West Financial Corporation
(the "Company") will be held on the fourth floor of the Company's headquarters
located at 1901 Harrison Street, Oakland, California on Tuesday, April 27, 1999,
commencing at 11:00 a.m. for the following purposes:

(1) To elect three members of the Board of Directors to hold office
for three-year terms and until their successors are duly elected
and qualified;

(2) To ratify the selection of independent auditors; and

(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.

The close of business on March 8, 1999 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at this
meeting or any adjournment thereof. A list of such stockholders will be
available at the time and place of the meeting and, during ten days prior to the
meeting, at the office of the Secretary of Golden West Financial Corporation,
1901 Harrison Street, Oakland, California.

By order of the Board of Directors

[SIG]
ROBERT C. ROWE
Senior Vice President and Secretary
March 15, 1999

IMPORTANT: TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND MAIL THE ENCLOSED PROXY PROMPTLY IN THE RETURN ENVELOPE
WHICH HAS BEEN PROVIDED.
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PROXY STATEMENT

The enclosed proxy is solicited on behalf of the Board of Directors of
Golden West Financial Corporation (the "Company") to be used at the Annual
Meeting of Stockholders on April 27, 1999 ("Annual Meeting") for the purposes
set forth in the foregoing notice. Any stockholder may revoke his proxy at any
time prior to exercise by filing with the Secretary of the Company a written
revocation or duly executed proxy bearing a later date, or upon request if such
stockholder is present at the meeting and chooses to vote in person.

The expense of soliciting proxies will be paid by the Company. Proxies may
be solicited by regular employees of the Company either in person or by
telephone or other electronic media, and the Company will upon request reimburse
persons holding shares in their names, or the name of their nominees, but not
owning the shares beneficially, for reasonable expenses of forwarding proxy
materials to their principals.

The principal executive offices of the Company are located at 1901 Harrison
Street, Oakland, California 94612. This Proxy Statement and the enclosed Proxy
are being sent or given to stockholders commencing March 15, 1999.

VOTING SECURITIES

Only stockholders of record on the books of the Company at the close of
business on March 8, 1999 ("Record Date") will be entitled to vote at the Annual
Meeting. On the Record Date there were outstanding 56,582,074 shares of Common
Stock of the Company, $.10 par value. Stockholders are entitled to one vote for
each share held except that, in the election of directors, each stockholder has
cumulative voting rights and is entitled to as many votes as equal the number of
shares held by such stockholder multiplied by the number of directors to be
elected (three), which votes may be cast for a single candidate or distributed
among any or all candidates as such stockholder sees fit. The three candidates
for director receiving the highest number of votes shall be elected. Consistent
with Delaware law, abstentions and broker non-votes will not be counted, except
that shares owned by stockholders submitting signed proxies will be counted for
the purpose of determining whether a quorum of stockholders is present at the
Annual Meeting.

ELECTION OF DIRECTORS

Pursuant to Article Seventh of the Company's Certificate of Incorporation,
the Board of Directors is divided into three classes. Each class of directors
consists of three directors. The third class of directors is being elected at
the 1999 Annual Meeting and will serve until the 2002 Annual Meeting. The first
class of directors will serve until the 2000 Annual Meeting and the second class
of directors will serve until the 2001 Annual Meeting.

Three directors are to be elected at the 1999 Annual Meeting. Louis J.
Galen, Antonia Hernandez and Bernard A. Osher are nominees for directors. All
three nominees were elected directors by a vote of the stockholders at the 1996
Annual Meeting of Stockholders.

In the absence of instructions to the contrary, shares represented by the
enclosed proxy will be voted FOR the election of the above nominees to the Board
of Directors. If any of such persons are unable or unwilling to be nominated for
the office of director at the date of the Annual Meeting, or any adjournment
thereof, the proxy holders will vote for such substitute nominees as the
Company's Board of Directors may propose. The management of the Company has no
reason to believe that any of such nominees will be unable or unwilling to serve
if elected a director. Notwithstanding the foregoing, if one or more persons
other than those named above are nominated as candidates for the office of
director, the proxy holders may cumulate votes and the enclosed proxy may be
voted in favor of any one or more of the nominees named above, to the exclusion
of others, and in such order of preference as the proxy holders may determine in
their discretion.

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Set forth below is certain information concerning the nominees and the
members of the Board of Directors who will continue in office after the 1999
Annual Meeting:

COMMON STOCK
BENEFICIALLY OWNED AS OF
FEBRUARY 28, 1999(1)
CONTINUING DIRECTORS BUSINESS EXPERIENCE SERVED AS -------------------------
AND NOMINEES FOR DURING PAST FIVE YEARS DIRECTOR NUMBER OF PERCENT
DIRECTOR (CLASS) AND OTHER INFORMATION SINCE AGE SHARES OF CLASS
-------------------- ---------------------- --------- --- ----------- ---------

Maryellen B. Cattani(I) Attorney-at-Law(2) 1996 55 2,000 --
Louis J. Galen(III) Retired (Since 1982) Company 1959 73 1,163,698(3) 2.0%
Officer, Private Investor
Antonia Hernandez(III) President and General Counsel of 1995 51 1,120 --
The Mexican American Legal
Defense and Educational Fund
Patricia A. King(II) Professor of Law, Georgetown 1994 56 100 --
University, Washington, DC;
Adjunct Professor, Department of
Health Policy and Management,
School of Hygiene and Public
Health, Johns Hopkins University
Bernard A. Osher(III) Chairman, Butterfield and 1970 71 3,089,150 5.4%
Butterfield, Auctioneers
Kenneth T. Rosen(I) Professor of Business 1984 50 3,000 --
Administration, Haas School of
Business; Chairman of the Fisher
Center for Real Estate and Urban
Economics, University of
California, Berkeley
Herbert M. Sandler(I)(4) Chairman of the Board and Chief 1963 67 5,180,020(5)(6) 9.0%
Executive Officer of the
Company, World Savings Bank,
FSB, World Savings and Loan
Association and World Savings
Bank, SSB
Marion O. Sandler(II)(4) Chairman of the Board and Chief 1963 68 5,617,250(5)(7) 9.8%
Executive Officer of the
Company, World Savings Bank,
FSB, World Savings and Loan
Association and World Savings
Bank, SSB
Leslie Tang Schilling(II) President of L.T.D.D., Inc. and 1996 44 1,000 --
Golden Bay Investments, Inc.(8)
All directors and officers as a group (16 persons) 10,815,693(9) 18.9%

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(1) Held directly with sole voting and investment powers unless otherwise noted,
subject to community property laws where applicable.

(2) Ms. Cattani is a member of the Board of Directors of ABM Industries
Incorporated.

(3) Includes 1,059,998 shares held in trust by Mr. Galen with sole voting and
investment powers. Also includes 33,000 shares, with shared voting and
investment powers, held in a charitable trust for which Mr. Galen is
trustee.

(4) Member of the Executive Committee.

(5) Includes for both Herbert M. Sandler and Marion O. Sandler, husband and
wife, 4,801,500 shares, with shared voting and investment powers, held
jointly by Mr. and Mrs. Sandler, as co-trustees.

(6) Includes for Herbert M. Sandler 900 shares with voting and investment powers
in trust for the benefit of his sister-in-law, 163,208 shares with shared
voting and investment powers held in trusts for the benefit of Mr. and Mrs.
Sandler's descendants with Mr. and Mrs. Sandler as co-trustees, and 300,000
shares which Mr. Sandler may acquire upon exercise of employee stock options
exercisable on February 28, 1999, or within 60 days thereafter.

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(7) Includes for Marion O. Sandler 30,060 shares with voting and investment
powers in trust for the benefit of herself and descendants, 356,580 shares
with voting and investment powers held in trusts for the benefit of Mr. and
Mrs. Sandler's descendants, 163,208 shares with shared voting and investment
powers held in trusts for the benefit of Mr. and Mrs. Sandler's descendants
with Mr. and Mrs. Sandler as co-trustees, and 300,000 shares which Mrs.
Sandler may acquire upon exercise of employee stock options exercisable on
February 28, 1999, or within 60 days thereafter.

(8) Leslie Tang Schilling is a member of the Board of Directors of Tristate
Holdings, Ltd.

(9) Includes 5,602,705 shares as to which officers and directors share with
others voting and/or investment powers. Also includes 836,150 shares which
certain officers may acquire upon the exercise of employee stock options
exercisable on February 28, 1999, or within 60 days thereafter.

The continuing directors and nominees for elections as directors have had
the principal occupations or employments set forth in the foregoing table for at
least the past five years, except for Maryellen B. Cattani who was Executive
Vice President, General Counsel and Secretary of APL, Ltd. until December 1997.

Herbert M. Sandler and Marion O. Sandler are husband and wife. Bernard A.
Osher is the brother of Mrs. Sandler. Herbert M. Sandler, Marion O. Sandler and
Bernard A. Osher may be deemed to be "control" persons of the Company, within
the meaning of the General Rules and Regulations adopted by the Securities and
Exchange Commission under the Securities Exchange Act of 1934. The business
address for Mr. and Mrs. Sandler is 1901 Harrison Street, Oakland, California
94612. The business address for Mr. Osher is 220 San Bruno Avenue, San
Francisco, California 94103.

During 1998, the Company's Board of Directors held four meetings. The Board
of Directors has standing Nominating, Audit, Compensation and Stock Option
Committees. The members of the Nominating Committee in 1998 were Maryellen B.
Cattani, Louis J. Galen and Antonia Hernandez. The Nominating Committee's
principal function is to identify and propose to the Board qualified individuals
as potential candidates for the position of Director. The Nominating Committee
does not consider recommendations from stockholders for nominations for
Director. The Nominating Committee met once during 1998. The members of the
Audit Committee in 1998 were Maryellen B. Cattani, Louis J. Galen and Kenneth T.
Rosen. The principal function of the Audit Committee is to assist the Board of
Directors in reviewing the financial statements of the Company and its
subsidiaries as issued to its stockholders and others. The Audit Committee held
four meetings of its members during 1998. The members of the Compensation and
Stock Option Committees in 1998 were Patricia A. King, Kenneth T. Rosen and
Leslie Tang Schilling. The Compensation Committee met three times during 1998.
The report of the Compensation Committee is set forth below:

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

To the Board of Directors:

The Compensation Committee's primary function is to review and recommend,
for review by the Board of Directors, the salaries and other compensation of the
Company's senior executive officers and to administer the Company's Annual
Incentive Bonus Plan (the "Incentive Plan"), which was approved by the Company's
stockholders at the 1997 Annual Meeting and became effective as of January 1,
1997. In addition, the members of the Compensation Committee serve as the
Company's Stock Option Committee which approves the grants of stock options
pursuant to the Company's Stock Option Plan, including grants of stock options
to executive officers of the Company. The Compensation Committee met in February
1998 to (a) review and recommend to the Board of Directors the salaries for 1998
of the Company's chief executive officers ("Chief Executive Officers") who had
voluntarily taken a reduction in annual salary in order to preserve the
deductibility to the Company of their total compensation (see Tax Deductibility
of Executive Compensation below) and (b) determine the incentive awards payable
to the Chief Executive Officers under the terms of the Incentive Plan for the
Company's 1997 performance. The Committee met again in March 1998 to confirm the
performance standards and set the target levels of performance under the
Incentive Plan for 1998. In February 1999, the Committee met to certify the
Company's 1998 performance under the Incentive Plan and to determine the amount
of the awards payable to the Chief Executive Officers for 1998. In May of 1998,
the Committee met to recommend to the Board of Directors salaries, for the
period May 1, 1998 through

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April 30, 1999, for the Company's President and Senior Executive Vice President
(together with the Chief Executive Officers, the "Senior Executive Officers").
The cash compensation of the Company's other executive officers was determined
through normal annual reviews by their managers, who included one or more of the
Chief Executive Officers, the President or the Senior Executive Vice President.
The compensation of each such officer was determined in those reviews with
reference to the officer's individual performance in such officer's area of
responsibility and the manager's assessment of the officer's contribution to the
performance of the Company.

COMPENSATION GOALS AND APPROACH

The Committee's goals were to provide compensation that: (a) reflects both
the Company's and the executives' performance; (b) compares reasonably with
compensation in the relevant market; and (c) attracts and retains high quality
executives. In addition, concerning the incentive awards payable under the
Incentive Plan, the amounts paid are directly tied to the Company's performance.
In its evaluation of executive compensation for the Senior Executive Officers,
the Committee considered factors relating to the Company's performance, compared
to a peer group, and the compensation of the Company's Senior Executive Officers
relative to the compensation of executives in the peer group. As determined by
the Committee, the peer group consisted of the top performing regional bank
holding companies that had between $30 billion and $50 billion in assets as of
December 31, 1997 and a primary bank operating subsidiary with a rating from
Moody's of A1 or better and from Standard and Poor's of A+ or better (Corestates
Financial Corp., Mellon Bank Corp., National City Corp., Republic New York
Corp., Sun Trust Banks, Inc. and Wachovia Corp.) and, at the time, the two
largest savings and loan holding companies in the nation (H.F. Ahmanson & Co.
and Washington Mutual).

The Committee considered several measures of performance in evaluating the
Company's performance relative to the peer group, including: total assets;
yearend stock prices; net earnings; fully-diluted net income per share; return
on average assets; return on average equity; capital levels; the ratio of
non-performing assets ("NPAs") and troubled debt restructured ("TDRs") to
period-end loans; the ratio of net charge-offs to average loans and leases; loan
loss coverage; the ratio of general and administrative expenses ("G&A") to
interest income and other income; the ratio of non-interest expenses to pretax
earnings; and the ratio of pretax earnings to net interest income and
non-interest income. In addition, in evaluating compensation, the Committee also
considered other factors, including: the attainment of long-term plans and
budgets; the attainment of goals and objectives; the attainment of credit
ratings by nationally-recognized rating services; the attainment of regulatory
examination ratings by the Company and its operating subsidiaries, World Savings
Bank, FSB, World Savings and Loan Association and World Savings Bank, SSB; the
attainment of regulatory capital standards by the operating subsidiaries; the
strategic accomplishments of the Company; and the general assessment of the
executives by peers, equity analysts and others.

With respect to total compensation, the Committee considered annual
compensation of the Company's Senior Executive Officers relative to executives
in the peer group, for the period 1995 through 1997, including: (i) salary,
bonuses and other forms of cash compensation; and (ii) equity-based
compensation, including restricted stock and stock options. In general, the
Committee concluded that while exact comparisons could not be made, the
compensation of the Company's Senior Executive Officers for the period in
question was in accordance with compensation for the peer group.

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Section 162(m) of the Internal Revenue Code limits the federal income tax
deductibility of compensation paid to the Company's two Chief Executive Officers
and to each of the other three most highly compensated executive officers. The
Company generally may deduct compensation paid to such an officer only to the
extent that the compensation does not exceed $1 million during any fiscal year
or is "performance-based" as defined in Section 162(m). The Incentive Plan,
which is designed to preserve the deductibility of certain cash compensation by
qualifying it as "performance-based," was approved at the 1997 Annual Meeting.
In addition, non-qualified stock options granted under the Company's Stock
Option Plan qualify as

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"performance-based" under Section 162(m). Incentive stock options granted under
the Company's Stock Option Plan generally do not entitle the Company to a tax
deduction without regard to Section 162(m).

1998 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICERS

Effective as of January 1, 1997, the Chief Executive Officers' salaries
were reduced, voluntarily, from their previous levels. This was done in order to
ensure the continued deductibility to the Company of the Chief Executive
Officers' compensation. Such reduction was accompanied by the adoption of the
Incentive Plan, which provides for the potential award of incentive-based
compensation which will be fully deductible to the Company.

The Committee met in March 1998 to review and establish performance
standards and targets for 1998. The performance standards upon which the targets
were based included Return on Average Assets, Return on Average Equity, Diluted
Earnings Per Share, General and Administrative Expenses to Average Assets and
Non-Performing Assets to Total Assets. In February 1999, the Committee met to
certify the Company's 1998 performance under the Incentive Plan and to determine
the amount of awards payable to the Chief Executive Officers for 1998. At that
time, the Compensation Committee also reviewed the salaries of the Company's
Chief Executive Officers and determined that the current salaries were
appropriate in light of the Company's performance and the existence of the
Incentive Plan. With respect to the Incentive Plan, during the year ended
December 31, 1998 (the "1998 Plan Year") , the Company met or exceeded the
performance targets established by the Committee at the beginning of the 1998
Plan Year. As a result of the Company's performance during the 1998 Plan Year,
the Committee confirmed an award under the Incentive Plan to each Chief
Executive Officer in the amount of $124,864. This amount was determined based on
an indicated award under the Incentive Plan of $163,000, which was reduced
pursuant to the Committee's discretionary authority so that the total salary and
incentive award did not exceed a 5.2 percent increase over each Chief Executive
Officer's total salary and incentive award for 1997.

COMPENSATION COMMITTEE
Patricia A. King, Chairman
Kenneth T. Rosen
Leslie Tang Schilling

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC").

Based solely on the Company's review of such reports and written
representations from certain persons that certain of such reports were not
required to be filed by such persons, no officer, director or person who owns
more than ten percent of a registered class of the Company's equity securities
failed to file on a timely basis reports required by Section 16(a) of the
Securities Exchange Act of 1934 during the year ended December 31, 1998, except
that, with respect to Director Hernandez, neither a Form 4 nor a Form 5 were
filed in a timely manner for certain stock purchases by Ms. Hernandez for the
benefit of her minor children and by her husband for his retirement account.

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SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership, as of the dates
indicated, of each stockholder other than Herbert M. Sandler, Marion O. Sandler
and Bernard A. Osher, known to the Company to be the beneficial owner of more
than 5% of the Company's Common Stock. The table also sets forth the beneficial
ownership, as of February 28, 1999, of each of the executive officers named in
the Summary Compensation Table located elsewhere in this proxy statement who are
not also directors of the Company:

AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
------------------------------------ -------------------- ----------

Dodge & Cox, Incorporated...................... 4,295,776(1) 7.5%
One Sansome Street
San Francisco, CA 94104
Wellington Management Company.................. 5,221,450(2)(4) 9.2%
Thorndike, Paine & Lewis
75 State Street
Boston, MA 02109
The Windsor Funds, Inc.,....................... 5,221,100(3)(4) 9.2%
a member of the Vanguard Group
of Investment Companies
Vanguard Financial Center
Valley Forge, PA 19482
James T. Judd.................................. 105,710(5) .2%
Senior Executive Vice President
of the Company and President and
Chief Operating Officer of
World Savings Bank, FSB,
World Savings and Loan Association
and World Savings Bank, SSB
1901 Harrison Street
Oakland, CA 94612
Russell W. Kettell............................. 403,370(5) .7%
President and Treasurer of the Company
and Senior Executive Vice President of
World Savings Bank, FSB,
World Savings and Loan Association
and World Savings Bank, SSB
1901 Harrison Street
Oakland, CA 94612
Dirk S. Adams.................................. 11,100(5) --
Executive Vice President of the Company,
World Savings Bank, FSB,
World Savings and Loan Association
and World Savings Bank, SSB
1901 Harrison Street
Oakland, CA 94612

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(1) Includes 4,295,776 shares with sole disposition power and 3,799,126 with
sole voting power, based upon SEC Schedule 13G dated February 10, 1999.

(2) Includes 5,221,450 shares with shared disposition power and 350 shares with
shared voting power, based upon SEC Schedule 13G dated February 10, 1999.

(3) Includes 5,221,100 shares with shared disposition power based upon SEC
Schedule 13G dated February 10, 1999.

(4) The shares reported by the Windsor Fund are also included in those reported
by Wellington Management Company.

(5) Includes 90,000, 117,500 and 2,900 shares which Messrs. Judd, Kettell and
Adams, respectively, may acquire upon exercise of employee stock options
exercisable on February 28, 1999 or within 60 days thereafter.

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EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

The compensation paid to each of the two Chief Executive Officers and to
the three most highly compensated executive officers of the Company for services
in all capacities to the Company and its subsidiaries is set forth below:

SUMMARY COMPENSATION TABLE
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

LONG TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------- -----------------------
OTHER ANNUAL ALL OTHER
COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY(A) BONUS(B) (C) (#)(E) (F)
--------------------------- ---- --------- -------- ------------ -------- ------------

HERBERT M. SANDLER 1998 $950,004 $124,864 $10,954 12,500 $ 5,000
Chairman of the Board and 1997 950,004 71,734 9,319 0 4,795
Chief Executive Officer 1996 973,080 -- 8,014 35,000 5,650
of the Company, World Savings
Bank, FSB, World Savings and
Loan Association and World
Savings Bank, SSB
MARION O. SANDLER 1998 950,004 $124,864 13,408 12,500 5,000
Chairman of the Board and 1997 950,004 71,734 14,760 0 4,795
Chief Executive Officer of the 1996 973,080 -- 8,112 35,000 5,650
Company, World Savings Bank,
FSB, World Savings and Loan
Association and World Savings
Bank, SSB
JAMES T. JUDD 1998 636,484 -- 76,531(D) 10,000 5,284
Senior Executive Vice
President 1997 607,108 -- 13,376 0 5,020
of the Company and President 1996 580,968 -- 9,146 17,500 47,317(G)
and Chief Operating Officer of
World Savings Bank, FSB, World
Savings and Loan Association
and World Savings Bank, SSB
RUSSELL W. KETTELL 1998 577,908 -- 12,002 10,000 6,336
President and Treasurer of the 1997 551,232 -- 7,273 0 5,020
Company and Senior Executive 1996 527,492 -- 8,676 17,500 5,650
Vice President of World
Savings Bank, FSB, World
Savings and Loan Association
and World Savings Bank, SSB
DIRK S. ADAMS 1998 367,500 -- 7,632 6,000 5,766
Executive Vice President of
the 1997 350,004 -- 1,522 0 5,020
Company, World Savings Bank, 1996 319,804 -- 2,158 0 5,650
FSB, World Savings and Loan
Association and World Savings
Bank, SSB

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(A) Amounts shown include cash compensation earned by executive officers.

(B) Amounts shown include cash compensation earned under the Company's
Incentive Plan.

(C) Amounts are for cash reimbursement for income taxes on account of certain
fringe benefits provided to such individuals.

(D) Includes $62,000 for cash reimbursement for moving expenses incurred during
1998.

(E) Options granted are under the Company's 1996 Stock Option Plan.

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(F) Amounts shown in this column represent, primarily, except for Mr. Judd in
1996, Company contributions on behalf of each of these officers to the
Company's 401(K) plan, $5,000 (1998) and $4,750 (1997 and 1996).

(G) Includes $41,667 in 1996, representing the portion of previously vested and
available amounts which Mr. Judd elected to receive in such year pursuant to
a deferred compensation agreement.

INDEBTEDNESS OF MANAGEMENT

The following table sets forth information relating to all loans made to
each individual who was a director or officer of the Company during 1998:

HIGHEST UNPAID RANGE OF
INDEBTEDNESS BALANCE INTEREST RATES
SINCE AS OF FROM JANUARY 1,
DECEMBER 31, FEBRUARY 28, 1998 TO
NAME 1997 1999 FEBRUARY 28, 1999
---- ------------ ------------ -----------------

J. L. Helvey.................... $125,405 $ 0 6.131% to 6.237%
Carl M. Andersen................ 289,454 283,440 5.955 to 6.287
186,486 181,996 7.105 to 7.437
William C. Nunan................ 296,280 286,966 5.655 to 5.987

All of the above loans are secured by first trust deeds on single family
residences. J. L. Helvey is an Executive Vice President of the Company and Carl
M. Andersen and William C. Nunan are Senior Vice Presidents of the Company. All
three officers hold their same titles with World Savings and Loan Association,
World Savings Bank, FSB and World Savings Bank, SSB.

DEFERRED AND RETIREMENT COMPENSATION

The Company has entered into deferred compensation agreements with certain
of the key employees of the Company and its subsidiaries, as selected by the
Office of the Chairman, including Messrs. Judd, Kettell and Adams.

The agreements provide for benefits payable in monthly installments over
ten years upon retirement at age 65 or upon the death of the employee (paid to
his beneficiary). The agreements contain vesting schedules that provide for full
vesting by ages ranging from 58 to 63, depending upon the age of the employee at
the time the agreement was executed. The vesting schedules provide that
one-third of the benefits vest during the first half of the vesting period and
two-thirds vest during the second half.

The annual installments payable upon retirement at age 65 or death to
Messrs. Judd, Kettell and Adams are $300,000, $375,000 and $200,000,
respectively. As of December 31, 1998, Messrs. Judd, Kettell and Adams had
accumulated vested benefits which would entitle them to annual installments
payable, as described above, of $188,840, $273,103 and $30,550, respectively.
During 1998, the following amounts under the agreements were vested for the
accounts of Messrs. Judd, Kettell and Adams, respectively: $333,300, $555,530
and $96,100. In addition, Mr. Judd has $400,000 in fully vested benefits
remaining from a separate deferred compensation agreement that originally
provided for an aggregate of 120 monthly installments of $8,333 each, to be paid
to him at his election.

The Company carries life insurance policies on the lives of these employees
in amounts estimated to be sufficient to cover its obligations under the
agreements. If assumptions as to mortality experiences, future policy dividends
and other factors are realized, the Company will recover an amount equal to all
retirement payments under the agreements, plus the premiums on the insurance
contracts and the interest that could have been earned on the use of the
retirement and premium payments.

COMPENSATION OF DIRECTORS

An annual retainer of $20,000, paid monthly, and a fee of $3,000 for each
Board of Directors meeting attended is paid to directors who are not employees
of the Company. In addition, the Chairman of the Audit

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Committee receives a fee of $1,500 per Audit Committee meeting attended and each
of the other members of the Audit Committee receives a fee of $1,250 for each
Audit Committee meeting attended.

STOCK OPTIONS

Information concerning individual grants of stock options made to the two
Chief Executive Officers and to the three most highly compensated executive
officers of the Company during the year ended December 31, 1998 is set forth
below:

OPTION GRANTS TABLE

OPTION GRANTS FOR YEAR ENDED DECEMBER 31, 1998

INDIVIDUAL GRANTS(A)
----------------------------------------------- POTENTIAL REALIZABLE VALUE
% OF TOTAL EXERCISE AT ASSUMED ANNUAL RATES OF
OPTIONS OR STOCK PRICE APPRECIATION
OPTIONS GRANTED TO BASE FOR OPTION TERM
GRANTED EMPLOYEES IN PRICE EXPIRATION --------------------------
NAME (#) FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ------- ------------ --------- ---------- --------- -----------

Herbert M. Sandler.......... 12,500 4.3% $82.81 1/23/2008 $651,000 $1,650,000
Marion O. Sandler........... 12,500 4.3 82.81 1/23/2008 651,000 1,650,000
James T. Judd............... 10,000 3.5 82.81 1/23/2008 521,000 1,320,000
Russell W. Kettell.......... 10,000 3.5 82.81 1/23/2008 521,000 1,320,000
Dirk S. Adams............... 6,000 2.1 82.81 1/23/2008 312,000 792,000

- ---------------
(A) All options were granted with a per share exercise price equal to the fair
market value of a share of Company Common Stock on the date of grant. The
options become exercisable on the second anniversary of the grant date. The
Company did not grant any stock appreciation rights.

Information concerning exercises of stock options by these individuals
during the year ended December 31, 1998, and certain information concerning
unexercised stock options is set forth below:

OPTION EXERCISES AND YEAREND VALUE TABLE

AGGREGATED OPTION EXERCISES FOR THE YEAR ENDED DECEMBER 31, 1998 AND
DECEMBER 31, 1998 YEAREND OPTION VALUES

NUMBER OF VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT DECEMBER 31, 1998(#) AT DECEMBER 31, 1998(B)
ON EXERCISE VALUE --------------------------- ---------------------------
NAME (#) REALIZED(A) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------

Herbert M. Sandler....... 203,420 $16,164,854 300,000 12,500 $17,775,781 $110,938
Marion O. Sandler........ 211,710 16,717,342 300,000 12,500 17,775,781 110,938
James T. Judd............ 17,500 1,206,406 90,000 10,000 4,948,000 88,750
Russell W. Kettell....... 44,240 3,596,123 117,500 10,000 6,565,156 88,750
Dirk S. Adams............ 13,000 964,063 9,900 6,000 513,545 53,250

- ---------------
(A) Market value of underlying securities at exercise date less the option
price.

(B) Market value of unexercised "in-the-money" options at year end less the
option price of such options.

9
12

COMMON STOCK PERFORMANCE GRAPH

The graph below compares the yearly change in the Company's cumulative
total stockholder return on its Common Stock for the five years ended December
31, 1998 with the cumulative total return, assuming reinvestment of dividends,
of each of the Standard & Poor's 500 Stock Index and the Standard & Poor's Major
Regional Bank Index. The returns of each component company of each index have
been weighted according to the stock market capitalization of the respective
company. Cumulative total stockholder return is measured by dividing (i) the sum
of (A) the cumulative amount of dividends for the measurement period, assuming
dividend reinvestment and (B) the difference between the Company's share price
at the beginning and the end of the measurement period by (ii) the share price
at the beginning of the measurement period.

TOTAL SHAREHOLDER RETURN PERFORMANCE GRAPH

[PERFORMANCE GRAPH]

Assumes $100 invested on December 31, 1993 in the stock of Golden West
Financial Corporation, S&P 500 Index and the S&P Major Regional Banks (weighted
by market capitalization). Total return assumes reinvestment of dividends.

10
13

APPROVAL OF AUDITORS

The Board of Directors has appointed Deloitte & Touche LLP to serve as the
Company's independent auditors for the year ending December 31, 1999, subject to
stockholder approval. If the stockholders do not vote in favor of the
appointment of Deloitte & Touche LLP, the Board of Directors will consider the
selection of other auditors.

Representatives of Deloitte & Touche LLP will be present at the Annual
Meeting of Stockholders and will be available to respond to appropriate
questions. They will be given the opportunity to make a statement, if they
desire to do so.

Deloitte & Touche LLP has served as the Company's independent auditors
since 1963 and was selected by the Board of Directors to serve in 1998, which
selection was ratified and approved by the stockholders of the Company on May 5,
1998. In order to be adopted, the proposal to approve the appointment of
Deloitte & Touche LLP as auditors for the Company must be approved by the
holders of a majority of the outstanding shares of Common Stock present or
represented by proxy and entitled to vote at the meeting. The Board of Directors
recommends a vote FOR the appointment of Deloitte & Touche LLP to serve as the
Company's independent auditors for the year ending December 31, 1999.

STOCKHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING

Stockholders' proposals intended to be presented at the 2000 Annual Meeting
of Stockholders of the Company must be received by the Company not later than
November 16, 1999, for inclusion in the Company's Proxy Statement and form of
proxy relating to that meeting. Proposals should be addressed to the Company at
1901 Harrison Street, Oakland, California, 94612, Attention: Corporate
Secretary.

The attached proxy card grants the proxy holders discretionary authority to
vote on any matter raised at the Annual Meeting. If a stockholder intends to
submit a proposal at the 2000 Annual Meeting of Stockholders of the Company,
which proposal is not intended to be included in the Company's proxy statement
and form of proxy relating to such meeting, the stockholder should give
appropriate notice no later than January 31, 2000. If a stockholder fails to
submit the proposal by such date, the Company will not be required to provide
any information about the nature of the proposal in its proxy statement, and the
proxy holders will be allowed to use their discretionary voting authority if the
proposal is raised at the 2000 Annual Meeting of Stockholders of the Company.

OTHER MATTERS

The management knows of no business other than that mentioned above to be
transacted at the Annual Meeting, but if other matters do properly come before
the meeting it is the intention of the persons named in the enclosed proxy to
vote thereon in accordance with their judgment, and discretionary authority to
do so is included in the proxy.

GOLDEN WEST FINANCIAL CORPORATION
Oakland, California

March 15, 1999

11
14

GOLDEN PROXY
WEST
FINANCIAL

CORPORATION

PROXY SOLICITED BY BOARD OF DIRECTORS

The undersigned hereby appoints Herbert M. Sandler, Marion O. Sandler and J. L.
Helvey, or any of them, each with power of substitution, as
proxies of the undersigned to attend the Annual Meeting of
Stockholders of Golden West Financial Corporation (the
"Company"), to be held on the fourth floor of the Company's
headquarters located at 1901 Harrison Street, Oakland,
California on April 27, 1999, commencing at 11:00 a.m., and
any adjournment thereof, and to vote the number of shares of
Common Stock, $.10 par value, of the Company, which the
undersigned would be entitled to vote if personally present
on the following:

(1) ELECTION OF DIRECTORS [ ] FOR all nominees listed below (except [ ] WITHHOLD AUTHORITY to vote for all
as marked to the contrary below) nominees listed below

Louis J. Galen, Antonia Hernandez, Bernard A. Osher

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)

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

(2) RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP, to serve as the
Company's independent auditors for the year ended December 31, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(3) In their discretion, upon all other matters as may properly be brought
before the meeting or any adjournment thereof.

(Continued and to be signed on reverse side)

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

- FOLD AND DETACH HERE -

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF
GOLDEN WEST FINANCIAL CORPORATION

The Annual Meeting of Stockholders of Golden West Financial Corporation (the
"Company") will be held on the fourth floor of the Company's headquarters
located at 1901 Harrison Street, Oakland, California on Tuesday, April 27, 1999,
commencing at 11:00 a.m. for the following purposes:

(1) To elect three members of the Board of Directors to hold office for
three-year terms and until their successors are duly elected and
qualified;

(2) To ratify the selection of independent auditors; and

(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.

The close of business on March 8, 1999 has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at this
meeting or any adjournment thereof. A list of such stockholders will be
available at the time and place of the meeting and, during ten days prior to the
meeting, at the office of the Secretary of Golden West Financial Corporation,
1901 Harrison Street, Oakland, California.

By order of the Board of Directors

LOGO
ROBERT C. ROWE
Senior Vice President and Secretary

March 15, 1999

IMPORTANT: TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DETACH,
COMPLETE, DATE, SIGN AND MAIL THE ATTACHED PROXY PROMPTLY IN THE
RETURN ENVELOPE WHICH HAS BEEN PROVIDED.
15

(Continued from other side)

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS GIVEN. IN THE
ABSENCE OF SUCH INSTRUCTIONS, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS NOMINATED BY MANAGEMENT AND FOR PROPOSAL 2.

Please date and sign below exactly as your name or names appear hereon. If
more than one name appears, all should sign. Joint owners should each sign
personally. Corporate proxies should be signed in full corporate name by an
authorized officer and attested. Persons signing in a fiduciary capacity should
indicate their full names in such capacity.

--------------------------------
(Signature of Stockholder)

Dated , 1999

STOCKHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE.

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

- FOLD AND DETACH HERE -