CERTIFICATION OF PERIODIC REPORT



     I, Richard H. Terzian,  Chief  Financial  Officer of Golden State  Holdings
Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U. S. C. Section 1350, that:

(1) The Quarterly  Report on  Form 10-Q  of the Company for the quarterly period
    ended June 30, 2002  (the "Report") fully complies with the  requirements of
    Section 13 (a)  of the Securities Exchange Act of 1934 (15 U. S. C. 78m; and

(2) The information  contained in  the Report  fairly presents,  in all material
    respects, the  financial condition and results of operations of the Company.



Dated:  August 7, 2002


                                                    /s/ Richard H. Terzian
                                               _________________________________
                                               Richard H. Terzian
                                               Chief Financial Officer