SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SANDLER HERBERT M (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GOLDEN WEST FINANCIAL CORP /DE/ [ GDW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 10/01/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2006		J(1)(2)		10,373,144	D	$0(1)(2)	0	I	By trust
Common Stock	10/01/2006		J(1)		289,624	D	$0(1)	0	I	By trust
Common Stock	10/01/2006		J(1)		5,400	D	$0(1)	0	I	By trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options	$0(3)	10/01/2006		J(3)			655,000	10/01/2006(3)	10/01/2006(3)	Common Stock	655,000	$0(3)	0	D

Explanation of Responses:

1. Exchanged for shares of common stock of Wachovia Corporation and cash pursuant to the merger between Golden West Financial Corporation and Wachovia Corporation (the "Merger"). Upon completion of the Merger, Golden West shareholders received, with respect to 77% of their shares of Golden West common stock, 1.365 (the "Exchange Ratio") shares of Wachovia common stock for each such share and, with respect to the remaining 23% of their shares of Golden West common stock, $81.07 in cash for each such share.

2. These shares were held in a revocable trust (TR UA 04/09/1984) for the benefit of Marion O. Sandler and her spouse Herbert M. Sandler and for which they serve as co-trustees. As previously reported, the Sandlers transferred certain shares from this trust to a charitable organization pursuant to the merger agreement, and the Sandlers and the transferee notified Wachovia of their irrevocable election regarding the allocation of cash and stock consideration between them. The Sandlers agreed to accept 14,159,341.56 shares of Wachovia common stock in exchange for the trust holdings.

3. This filing reports that each Golden West stock option outstanding immediately prior to the Merger vested in full and was converted into an option to purchase Wachovia common stock upon completion of the merger. There were no other transactions in derivative securities other than this merger conversion. The number of shares of Wachovia common stock purchasable upon exercise of Golden West stock options was determined by multiplying the number of unexercised shares of Golden West common stock that were subject to the assumed Golden West stock option by the Exchange Ratio, rounded down to the nearest whole share, at an exercise price per share of Wachovia common stock equal to (1) the per share exercise price for the shares of Golden West common stock otherwise purchasable pursuant to such assumed Golden West stock option immediately before the Merger divided by (2) the Exchange Ratio, rounded up to the nearest cent.

	William C. Nunan on behalf of Herbert M. Sandler	10/03/2006
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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