FORM 8-K

                SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, D.C. 20549


                          CURRENT REPORT

             PURSUANT TO SECTION 13 OR 15 (d) OF THE

                 SECURITIES EXCHANGE ACT OF 1934


   Date of Report (Date of earliest event reported): May 22, 2001


                  Cascade Financial Corporation
                  -----------------------------
      (Exact name of registrant as specified in its charter)



        Delaware                 0-25286                   91-0167790
        --------                 -------                   ----------
 State or other jurisdiction     Commission              (I.R.S. Employer
    of incorporation             File Number              Identification No.)



 2828 Colby Avenue, Everett, Washington                     98201
 --------------------------------------                     -----
(Address of principal executive offices)                  (Zip Code)


 Registrant's telephone number (including area code)  (425) 339-5500


                         Not Applicable
   -----------------------------------------------------------
  (Former name or former address, if changed since last report)












Item 5.  Other Events
- ---------------------

     On May 22, 2001, Cascade Financial Corporation ("Corporation") issued a
press release, which announced that its Board of Directors had authorized the
reorganization of the Corporation into a bank holding company with a financial
holding company election.  In connection with the reorganization, the
Corporation's subsidiary, Cascade Bank, will convert from a federally
chartered stock savings bank to a Washington chartered commercial bank.

     Additional information concerning the reorganization and charter
conversion is contained in the press release issued by the Corporation on May
22, 2001, attached hereto as Exhibit 99 and incorporated herein by reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
- ---------------------------------------------------------------------------

     (c)  Exhibits:

          99   Press Release dated May 22, 2001.





















                            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.


                              CASCADE FINANCIAL CORPORATION



DATE:  May 23, 2001           By:/s/Frank M. McCord
                                 ------------------
                                 Frank M. McCord
                                 Chairman and Chief Executive Officer





















                                Exhibit 99

                     Press Release Dated May 22, 2001




















PRESS RELEASE                                CASCADE FINANCIAL CORPORATION



May 22, 2001                                 FOR IMMEDIATE RELEASE
Contact:  Lars Johnson                       Telephone:  (425) 339-5500


         CASCADE FINANCIAL CORPORATION AND CASCADE BANK
                    PLAN CHARTER CONVERSION


EVERETT, Wash. - May 22, 2001 - Cascade Financial Corporation (Nasdaq: CASB),
the parent corporation of Cascade Bank, today announced plans for converting
Cascade Financial to a bank holding company with a financial holding company
election.  In connection with the conversion, Cascade Financial's subsidiary,
Cascade Bank, plans to convert from a federally chartered stock savings bank
to a Washington chartered commercial bank.

Today's announcement is an important step in completing the conversion to a
full service commercial bank.  "Our company is undergoing a major
transformation," said Carol K. Nelson, President and CEO of Cascade Bank.  "We
are making many exciting changes that will position us to be the preferred
community bank in our market and will allow us to better serve our customers
and shareholders.  Our planned charter conversion strongly reinforces this
strategic direction."

Cascade Financial's conversion is subject to the approval of the Board of
Governors of the Federal Reserve System.  The conversion of Cascade Bank to a
Washington commercial bank is subject to the approval of the Office of Thrift
Supervision, Cascade Bank's current primary regulator, and the Washington
Department of Financial Institutions.

Charter in 1916, Cascade Bank is the oldest financial institution
headquartered in Snohomish County.  The Bank has been locally managed for more
than 85 years and has an "Outstanding" Community Reinvestment Act rating for
serving the credit needs of the local community.  Cascade Bank operates
fifteen full service offices, located in Everett, Lynnwood, Marysville,
Mukilteo, Mount Vernon, Smokey Point, Issaquah, Clearview, Woodinville, Lake
Stevens and Bellevue.




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