<PAGE>

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           Golden State Bancorp Inc.
 ................................................................................
             (Exact name of registrant as specified in its charter)

Delaware                                                 95-4642135
 ................................................................................
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

135 Main Street, San Francisco, California                  94105
 ................................................................................
(Address of Principal Executive Offices)                  (Zip Code)

                  Golden State Bancorp Inc. Omnibus Stock Plan
 Golden State Bancorp Inc. Stock Option and Long-Term Performance Incentive Plan
              RedFed Bancorp Inc. 1994 Incentive Stock Option Plan
              Redlands Federal Bank 1995 Long Term Incentive Plan
        RedFed Bancorp Inc. 1994 Stock Option Plan for Outside Directors
 ................................................................................
                           (Full title of the plans)

                              James R. Eller, Jr.
                       Senior Vice President and Counsel
                California Federal Bank, A Federal Savings Bank
                           135 Main Street, 4th Floor
                        San Francisco, California 94105
 ................................................................................
                    (Name and address of agent for service)

                                 (415) 904-1339
 ................................................................................
         (Telephone number, including area code, of agent for service)

Pursuant to Rule 429 of the Securities Act of 1933, as amended, the Prospectus
for this Registration Statement relates to the securities registered hereby and
the remaining unsold 1,686,240 shares of Common Stock previously registered
under Registration Statement No. 333-31713 on Form S-8 and the remaining
unsold 82,147 shares of Common Stock previously registered under Registration
Statement No. 333-49423 on Form S-4, as amended by Amendment No. 2 thereto
prepared on Form S-8.

<PAGE>

<TABLE>
<CAPTION>
                                  CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
                                                             Proposed
                                       Proposed              maximum
Title of securities  Amount to be      maximum offering      aggregate offering  Amount of
to be registered     registered(1)(2)  price per unit(2)(3)  price               registration fee(2)(3)
----------------------------------------------------------------------------------------------------------
<S>                    <C>                   <C>                 <C>                    <C>       
Common Stock of        7,000,000             $20.125             $140,875,000           $39,163.25
Golden State
Bancorp Inc.
----------------------------------------------------------------------------------------------------------
</TABLE>

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, there is also
being registered such number of additional shares of Common Stock that may
become available for purchase or acquisition under the plans in the event of
certain changes in the outstanding shares of Common Stock, including, among
other things, reorganizations, mergers, recapitalizations, restructurings,
stock dividends, stock splits and reclassifications.

(2) This Registration Statement also includes 1,686,240 shares of Common Stock
previously registered pursuant to Form S-8 Registration Statement No.
333-31713, with respect to which a filing fee of $13,714.67 was paid, and
82,147 shares of Common Stock previously registered pursuant to Form S-4
Registration Statement No. 333-49423, as amended by Amendment No. 2 thereto
prepared on Form S-8, with respect to which a filing fee of $707.69 was paid.

(3) Calculated pursuant to Rule 457(h)(1) and Rule 457(c ) of the Securities
Act of 1933, using a price of $20.125, which was the average of the high and
low prices of Golden State Bancorp Inc.'s Common Stock on the New York Stock
Exchange on March 12, 1999.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Golden State Bancorp Inc. ("Golden State") hereby incorporates by
reference the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):

         (1) Golden State's Annual Report on Form 10-K for the year ended 
June 30, 1998 filed with the Commission pursuant to Section 13 of the Exchange
Act ("Golden State's Fiscal 1998 10-K");

         (2) Golden State's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 filed with the Commission;

         (3) Golden State's Current Reports on Form 8-K filed July 30, 1998,
September 14, 1998 and January 28, 1999 with the Commission pursuant to Section
13(a) of the Exchange Act; and

         (4) The description of Golden State's common stock set forth under
"Description of Company Common Stock" in Golden State's Registration Statement
on Form S-3 filed with the Commission on May 29, 1997, together with any
amendment or report filed by Golden State with the Commission for the purpose
of updating such information.

         All documents subsequently filed by Golden State with the Commission,
pursuant to

<PAGE>

Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The General Corporation Law of the State of Delaware, the state of
incorporation of Golden State, and the bylaws of Golden State, provide for
indemnification of directors and officers of Golden State. Section 145 of the
Delaware General Corporation Law provides generally that a corporation may
indemnify any person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed suit by reason of the fact that
he or she is or was a director, officer, employee or agent of the corporation
against reasonable expenses, including attorneys' fees, judgments, fines and
settlements if, in cases other than actions brought by or in the right of the
corporation, he or she has acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation (and in the case of a criminal proceeding, had no reasonable cause
to believe that his or her conduct was unlawful). Section 145 provides that no
indemnification for any claim or matter may be made, in the case of an action
brought by or in the right of the corporation, if the person has been adjudged
to be liable, unless the Court of Chancery or other court determines that
indemnity is fair and reasonable despite the adjudication of liability.
Indemnification is mandatory in the case of a director, officer, employee or
agent who has been successful on the merits, or otherwise, in defense of a suit
against him or her. The determination of whether a director, officer, employee
or agent should be indemnified is made by a majority of the disinterested
directors, independent legal counsel or stockholders. Directors and officers of
Golden State and its subsidiaries are covered under blanket policies of
directors' and officers' liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8   EXHIBITS

         4.1 Certificate of Incorporation of Golden State. Incorporated by
reference to Exhibit 3.1 of Golden State's Fiscal 1998 10-K.

<PAGE>

         4.2 Articles of Amendment to Golden State's Certificate of
Incorporation. Incorporated by reference to Exhibit 3.2 of Golden State's
Fiscal 1998 10-K.

         4.2 Bylaws of Golden State, as amended. Incorporated by reference to
Exhibit 3.3 of Golden State's Fiscal 1998 10-K.

         4.3 Warrant Agreement dated as of August 23, 1993 between Glendale
Federal and Chemical Trust Company of California, as amended by Amendment No. 1
dated July 24, 1997 by and among Glendale Federal, ChaseMellon Shareholder
Services LLC as successor to Chemical, and Golden State. Incorporated by
reference to Exhibit 4.4 of Golden State's Fiscal 1998 10-K.

         4.4 Warrant Agreement dated as of May 4, 1998 between Golden State and
ChaseMellon Shareholder Services, LLC. Incorporated by reference to Exhibit 4.5
of Golden State's Fiscal 1998 10-K.

         5. Opinion of James R. Eller, Jr. as to the legality of the securities
being registered

         23.1 Consent of KPMG LLP.


ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect of the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

         4. That, for purposes of determining any liability under the
Securities Act of 1933, as amended, each filing of the Registrant's annual
report pursuant to Section 13(d) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

<PAGE>

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of an action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of counsel, the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, as amended, and will be governed by the final adjudication of such
issue.

<PAGE>

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California, on this 16th day of March, 1999.

                                            GOLDEN STATE BANCORP INC.

                                            /s/ Carl B. Webb
                                            ---------------------------------
                                            By: Carl B. Webb
                                                President and Chief Operating
                                                Officer

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities indicated on the dates indicated.

         SIGNATURE                    CAPACITY                    DATE
         ---------                    --------                    ----

/s/ Gerald J. Ford              Chairman of the Board,        March 16, 1999
-----------------------------   Chief Executive Officer
Gerald J. Ford                  And Director

                                Director                      March 16, 1999
-----------------------------
Ronald O. Perelman

                                Director                      March 16, 1999
-----------------------------
Paul M. Bass,  Jr.

/s/ George W. Bramlett, Jr.     Director                      March 16, 1999
-----------------------------
George W. Bramblett, Jr.

/s/ Bob Bullock                 Director                      March 16, 1999
-----------------------------
Bob Bullock

/s/ Brian P. Dempsey            Director                     March 16, 1999
-----------------------------
Brian P. Dempsey

/s/ Howard Gittis               Director                      March 16, 1999
-----------------------------
Howard Gittis

/s/ John F. King                Director                      March 16, 1999
-----------------------------
John F. King


<PAGE>

/s/ John F. Kooken              Director                      March 16, 1999
-----------------------------
John F. Kooken

                                Director                      March 16, 1999
-----------------------------
Gabrielle K. McDonald

/s/ B. M. Rankin, Jr.           Director                      March 16, 1999
-----------------------------
B. M. Rankin, Jr.

/s/ Thomas S. Sayles            Director                      March 16, 1999
-----------------------------
Thomas S. Sayles

                                Director                      March 16, 1999
-----------------------------
Robert Setrakian

/s. Cora M. Tellez              Director                      March 16, 1999
-----------------------------
Cora M.Tellez

/s/ Carl B. Webb                President, Chief              March 16, 1999
-----------------------------   Operating Officer and
Carl B. Webb                    Director

/s/ Richard H. Terzian          Executive Vice President      March 16, 1999
-----------------------------   and Chief Financial Officer
Richard H. Terzian           

/s/ Renee Nichols Tucei         Senior Vice President and     March 16, 1999
-----------------------------   Controller
Renee Nichols Tucei          

<PAGE>

                                 EXHIBIT INDEX

EXHIBIT NO.                       DESCRIPTION

         4.1 Certificate of Incorporation of Golden State. Incorporated by
reference to Exhibit 3.1 of Golden State's Fiscal 1998 10-K.

         4.2 Articles of Amendment to Golden State's Certificate of
Incorporation. Incorporated by reference to Exhibit 3.2 of Golden State's
Fiscal 1998 10-K.

         4.2 Bylaws of Golden State, as amended. Incorporated by reference to
Exhibit 3.3 of Golden State's Fiscal 1998 10-K.

         4.3 Warrant Agreement dated as of August 23, 1993 between Glendale
Federal and Chemical Trust Company of California, as amended by Amendment No. 1
dated July 24, 1997 by and among Glendale Federal, ChaseMellon Shareholder
Services LLC as successor to Chemical, and Golden State. Incorporated by
reference to Exhibit 4.4 of Golden State's Fiscal 1998 10-K.

         4.4 Warrant Agreement dated as of May 4, 1998 between Golden State and
ChaseMellon Shareholder Services, LLC. Incorporated by reference to Exhibit 4.5
of Golden State's Fiscal 1998 10-K.

         5. Opinion of James R. Eller, Jr. as to the legality of the securities
being registered.

         23.1 Consent of KPMG LLP.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT; BENEFIT PLAN", "secsgml_size_bytes": 17005}]
{"company-data": {"conformed-name": "GOLDEN STATE BANCORP INC", "cik": "0001019508", "assigned-sic": "6029", "irs-number": "954642135", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74615", "film-number": "99567545"}, "business-address": {"street1": "135 MAIN ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "8185002000"}, "mail-address": {"street1": "414 NORTH CENTRAL AVENUE", "city": "GLENDALE", "state": "CA", "zip": "91203"}}
FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           Golden State Bancorp Inc.
 ................................................................................
             (Exact name of registrant as specified in its charter)

Delaware                                                 95-4642135
 ................................................................................
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

135 Main Street, San Francisco, California                  94105
 ................................................................................
(Address of Principal Executive Offices)                  (Zip Code)

                  Golden State Bancorp Inc. Omnibus Stock Plan
 Golden State Bancorp Inc. Stock Option and Long-Term Performance Incentive Plan
              RedFed Bancorp Inc. 1994 Incentive Stock Option Plan
              Redlands Federal Bank 1995 Long Term Incentive Plan
        RedFed Bancorp Inc. 1994 Stock Option Plan for Outside Directors
 ................................................................................
                           (Full title of the plans)

                              James R. Eller, Jr.
                       Senior Vice President and Counsel
                California Federal Bank, A Federal Savings Bank
                           135 Main Street, 4th Floor
                        San Francisco, California 94105
 ................................................................................
                    (Name and address of agent for service)

                                 (415) 904-1339
 ................................................................................
         (Telephone number, including area code, of agent for service)

Pursuant to Rule 429 of the Securities Act of 1933, as amended, the Prospectus
for this Registration Statement relates to the securities registered hereby and
the remaining unsold 1,686,240 shares of Common Stock previously registered
under Registration Statement No. 333-31713 on Form S-8 and the remaining
unsold 82,147 shares of Common Stock previously registered under Registration
Statement No. 333-49423 on Form S-4, as amended by Amendment No. 2 thereto
prepared on Form S-8.
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
                                                             Proposed
                                       Proposed              maximum
Title of securities  Amount to be      maximum offering      aggregate offering  Amount of
to be registered     registered(1)(2)  price per unit(2)(3)  price               registration fee(2)(3)
----------------------------------------------------------------------------------------------------------
Common Stock of        7,000,000             $20.125             $140,875,000           $39,163.25
Golden State
Bancorp Inc.
----------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, there is also
being registered such number of additional shares of Common Stock that may
become available for purchase or acquisition under the plans in the event of
certain changes in the outstanding shares of Common Stock, including, among
other things, reorganizations, mergers, recapitalizations, restructurings,
stock dividends, stock splits and reclassifications.

(2) This Registration Statement also includes 1,686,240 shares of Common Stock
previously registered pursuant to Form S-8 Registration Statement No.
333-31713, with respect to which a filing fee of $13,714.67 was paid, and
82,147 shares of Common Stock previously registered pursuant to Form S-4
Registration Statement No. 333-49423, as amended by Amendment No. 2 thereto
prepared on Form S-8, with respect to which a filing fee of $707.69 was paid.

(3) Calculated pursuant to Rule 457(h)(1) and Rule 457(c ) of the Securities
Act of 1933, using a price of $20.125, which was the average of the high and
low prices of Golden State Bancorp Inc.'s Common Stock on the New York Stock
Exchange on March 12, 1999.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Golden State Bancorp Inc. ("Golden State") hereby incorporates by
reference the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):

         (1) Golden State's Annual Report on Form 10-K for the year ended 
June 30, 1998 filed with the Commission pursuant to Section 13 of the Exchange
Act ("Golden State's Fiscal 1998 10-K");

         (2) Golden State's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 filed with the Commission;

         (3) Golden State's Current Reports on Form 8-K filed July 30, 1998,
September 14, 1998 and January 28, 1999 with the Commission pursuant to Section
13(a) of the Exchange Act; and

         (4) The description of Golden State's common stock set forth under
"Description of Company Common Stock" in Golden State's Registration Statement
on Form S-3 filed with the Commission on May 29, 1997, together with any
amendment or report filed by Golden State with the Commission for the purpose
of updating such information.

         All documents subsequently filed by Golden State with the Commission,
pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The General Corporation Law of the State of Delaware, the state of
incorporation of Golden State, and the bylaws of Golden State, provide for
indemnification of directors and officers of Golden State. Section 145 of the
Delaware General Corporation Law provides generally that a corporation may
indemnify any person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed suit by reason of the fact that
he or she is or was a director, officer, employee or agent of the corporation
against reasonable expenses, including attorneys' fees, judgments, fines and
settlements if, in cases other than actions brought by or in the right of the
corporation, he or she has acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation (and in the case of a criminal proceeding, had no reasonable cause
to believe that his or her conduct was unlawful). Section 145 provides that no
indemnification for any claim or matter may be made, in the case of an action
brought by or in the right of the corporation, if the person has been adjudged
to be liable, unless the Court of Chancery or other court determines that
indemnity is fair and reasonable despite the adjudication of liability.
Indemnification is mandatory in the case of a director, officer, employee or
agent who has been successful on the merits, or otherwise, in defense of a suit
against him or her. The determination of whether a director, officer, employee
or agent should be indemnified is made by a majority of the disinterested
directors, independent legal counsel or stockholders. Directors and officers of
Golden State and its subsidiaries are covered under blanket policies of
directors' and officers' liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8   EXHIBITS

         4.1 Certificate of Incorporation of Golden State. Incorporated by
reference to Exhibit 3.1 of Golden State's Fiscal 1998 10-K.
4.2 Articles of Amendment to Golden State's Certificate of
Incorporation. Incorporated by reference to Exhibit 3.2 of Golden State's
Fiscal 1998 10-K.

         4.2 Bylaws of Golden State, as amended. Incorporated by reference to
Exhibit 3.3 of Golden State's Fiscal 1998 10-K.

         4.3 Warrant Agreement dated as of August 23, 1993 between Glendale
Federal and Chemical Trust Company of California, as amended by Amendment No. 1
dated July 24, 1997 by and among Glendale Federal, ChaseMellon Shareholder
Services LLC as successor to Chemical, and Golden State. Incorporated by
reference to Exhibit 4.4 of Golden State's Fiscal 1998 10-K.

         4.4 Warrant Agreement dated as of May 4, 1998 between Golden State and
ChaseMellon Shareholder Services, LLC. Incorporated by reference to Exhibit 4.5
of Golden State's Fiscal 1998 10-K.

         5. Opinion of James R. Eller, Jr. as to the legality of the securities
being registered

         23.1 Consent of KPMG LLP.

ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect of the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

         4. That, for purposes of determining any liability under the
Securities Act of 1933, as amended, each filing of the Registrant's annual
report pursuant to Section 13(d) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of an action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of counsel, the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, as amended, and will be governed by the final adjudication of such
issue.
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California, on this 16th day of March, 1999.

                                            GOLDEN STATE BANCORP INC.

                                            /s/ Carl B. Webb
                                            ---------------------------------
                                            By: Carl B. Webb
                                                President and Chief Operating
                                                Officer

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities indicated on the dates indicated.

         SIGNATURE                    CAPACITY                    DATE
         ---------                    --------                    ----

/s/ Gerald J. Ford              Chairman of the Board,        March 16, 1999
-----------------------------   Chief Executive Officer
Gerald J. Ford                  And Director

                                Director                      March 16, 1999
-----------------------------
Ronald O. Perelman

                                Director                      March 16, 1999
-----------------------------
Paul M. Bass,  Jr.

/s/ George W. Bramlett, Jr.     Director                      March 16, 1999
-----------------------------
George W. Bramblett, Jr.

/s/ Bob Bullock                 Director                      March 16, 1999
-----------------------------
Bob Bullock

/s/ Brian P. Dempsey            Director                     March 16, 1999
-----------------------------
Brian P. Dempsey

/s/ Howard Gittis               Director                      March 16, 1999
-----------------------------
Howard Gittis

/s/ John F. King                Director                      March 16, 1999
-----------------------------
John F. King
/s/ John F. Kooken              Director                      March 16, 1999
-----------------------------
John F. Kooken

                                Director                      March 16, 1999
-----------------------------
Gabrielle K. McDonald

/s/ B. M. Rankin, Jr.           Director                      March 16, 1999
-----------------------------
B. M. Rankin, Jr.

/s/ Thomas S. Sayles            Director                      March 16, 1999
-----------------------------
Thomas S. Sayles

                                Director                      March 16, 1999
-----------------------------
Robert Setrakian

/s. Cora M. Tellez              Director                      March 16, 1999
-----------------------------
Cora M.Tellez

/s/ Carl B. Webb                President, Chief              March 16, 1999
-----------------------------   Operating Officer and
Carl B. Webb                    Director

/s/ Richard H. Terzian          Executive Vice President      March 16, 1999
-----------------------------   and Chief Financial Officer
Richard H. Terzian           

/s/ Renee Nichols Tucei         Senior Vice President and     March 16, 1999
-----------------------------   Controller
Renee Nichols Tucei
EXHIBIT INDEX

EXHIBIT NO.                       DESCRIPTION

         4.1 Certificate of Incorporation of Golden State. Incorporated by
reference to Exhibit 3.1 of Golden State's Fiscal 1998 10-K.

         4.2 Articles of Amendment to Golden State's Certificate of
Incorporation. Incorporated by reference to Exhibit 3.2 of Golden State's
Fiscal 1998 10-K.

         4.2 Bylaws of Golden State, as amended. Incorporated by reference to
Exhibit 3.3 of Golden State's Fiscal 1998 10-K.

         4.3 Warrant Agreement dated as of August 23, 1993 between Glendale
Federal and Chemical Trust Company of California, as amended by Amendment No. 1
dated July 24, 1997 by and among Glendale Federal, ChaseMellon Shareholder
Services LLC as successor to Chemical, and Golden State. Incorporated by
reference to Exhibit 4.4 of Golden State's Fiscal 1998 10-K.

         4.4 Warrant Agreement dated as of May 4, 1998 between Golden State and
ChaseMellon Shareholder Services, LLC. Incorporated by reference to Exhibit 4.5
of Golden State's Fiscal 1998 10-K.

         5. Opinion of James R. Eller, Jr. as to the legality of the securities
being registered.

         23.1 Consent of KPMG LLP.