8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported): August 21, 2002



                            GOLDEN STATE BANCORP INC.

             (Exact Name of Registrant as Specified in its Charter)



         DELAWARE                 000-29654                 95-4642135

     (State or Other       (Commission File Number)       (IRS Employer
     Jurisdiction of                                   Identification No.)
     Incorporation or
      Organization)



          135 MAIN STREET                                      94105
         SAN FRANCISCO, CA

  (Address of Principal Executive                            (Zip Code)
              Offices)



                                 (415) 904-1100

              (Registrant's telephone number, including area code)


                                       N/A

              (Former Name or Former Address, if Changed Since Last
                                     Report)









    ITEM 5.   Other Events.

      On August 21, 2002, a purported class action lawsuit captioned Sage v.
Golden State Bancorp Inc. et al., C.A. No. 19861, was filed in the Court of
Chancery of the State of Delaware against Golden State Bancorp Inc. ("Golden
State") and the members of Golden State's board of directors. The suit alleges
that the proxy statement utilized in the proposed merger (the "Merger") of
Golden State with and into a subsidiary of Citigroup Inc., a Delaware
corporation ("Citigroup") failed to contain certain material information
relating to an alleged competing business combination proposal, and that the
defendants therefore breached their "duty of candor" to the stockholders of
Golden State. The complaint seeks injunctive and equitable relief as well as
damages. Golden State believes that it has meritorious defenses to the claim
made in the complaint and intends vigorously to defend this lawsuit. Among other
things, as previously disclosed Golden State has already reached an agreement in
principle to settle certain other shareholder class actions brought in
connection with the Merger and believes that the plaintiff in this case will be
precluded from proceeding if this settlement is approved.

      On August 22, 2002, Golden State issued a press release announcing that
87.4% of the outstanding shares of Golden State common stock were voted in favor
of a proposal to merge Golden State with and into a subsidiary of Citigroup at a
special meeting of Golden State stockholders to consider the proposal.

       A copy of the press release issued by Golden State on August 22, 2002 is
attached hereto as Exhibit 99.1, and is hereby incorporated by reference herein.



    ITEM 7.   Financial Statements and Exhibits.

       (a)  Financial statements of businesses acquired.

              Not applicable.

       (b)  Pro forma financial information.

              Not applicable.

       (c)  Exhibits

           99.1  Press Release, dated August 22, 2002.








                                    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: August 23, 2002

                                 GOLDEN STATE BANCORP INC.



                                 By: /s/ James R. Eller, Jr.
                                     ------------------------------
                                     Name:  James R. Eller, Jr.
                                     Title: Senior Vice President and Secretary








                                  EXHIBIT INDEX


 Exhibit
    No.        Description
- ----------    --------------

   99.1        Press Release, dated August 22, 2002.

EX-99

                                                                    EXHIBIT 99.1



Golden State Bancorp
For Immediate Release


Reporter contact:                   Investor contact:
Janis Tarter (415) 904-1199         Fred Cannon: (415) 904-1451


     GOLDEN STATE BANCORP SHAREHOLDERS APPROVE CITIGROUP MERGER PROPOSAL

SAN FRANCISCO, AUGUST 22, 2002 -- Golden State Bancorp Inc. (NYSE: GSB), the
publicly traded parent of California Federal Bank, today announced at the
special meeting of stockholders that 119,096,723 shares, or 87.4%, of the
outstanding shares of Golden State common stock voted in favor of the Citigroup
(NYSE: C) merger proposal. There were 136,268,403 shares of common stock
outstanding and entitled to vote at the meeting. A total of 119,096,723 shares
voted in favor of the merger, 809,433 shares voted against the merger and 54,282
shares abstained. Of the shareholders represented at the meeting and voting,
more than 99% voted in favor of the merger.

Based in San Francisco, Golden State Bancorp is the publicly traded parent of
California Federal Bank. Cal Fed is one of the largest California-based insured
depository institutions, with $54 billion in assets, 8,800 employees and 352
branches in California and Nevada. The bank's primary operating subsidiaries are
First Nationwide Mortgage Corporation, Cal Fed Investments and Auto One
Acceptance Corporation. Cal Fed is a full-service, community-oriented bank
serving consumers and business customers. More information on the companies is
available online at www.goldenstate.com and www.calfed.com.

In connection with the proposed transaction, Citigroup and Golden State have
filed a proxy statement/prospectus with the U.S. Securities and Exchange
Commission (the "Commission"). Investors and security holders are advised to
read the proxy statement/prospectus, because it contains important information.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus and other documents filed by Citigroup and Golden State
with the Commission at the Commission's web site at http://www.sec.gov. Free
copies of Citigroup's filings may be obtained by directing a request to
Citigroup, attention Citigroup Document Services, 140 58th Street, Suite 5i,
Brooklyn, NY 11220; (877) 936-2737 (toll free); (718) 765-6514 (outside the
U.S.). Free copies of Golden State's filings may be obtained by directing a
request to Golden State, Shareholder Relations, 135 Main Street, San Francisco,
California 94105; Telephone: (415) 904-0188.