UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

OLYMPIC CASCADE FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)

DELAWARE 36-4128138
(State or other jurisdiction of (I.R.S. Employer incorporation or
organization) identification Number)

875 NORTH MICHIGAN AVENUE, SUITE 1560, CHICAGO, IL 60611, (312) 751-8833
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

STEVEN A. ROTHSTEIN, CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER

ROBERT H. DASKAL, CHIEF FINANCIAL OFFICER,
TREASURER AND SECRETARY

875 NORTH MICHIGAN AVENUE, SUITE 1560,
CHICAGO, IL 60611, (312) 751-8833

(Name and address, including zip code, and telephone number,
including area code, of agent for service)

Please send copies of all communications to:

ALAN I. ANNEX, ESQ., CAMHY KARLINSKY &
STEIN LLP, 1740 BROADWAY, SIXTEENTH FLOOR,

NEW YORK, NEW YORK 10019, (212) 977-6600

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------

TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE (1) PRICE(1) REGISTRATION FEE
---------- ---------- --------- -------- ----------------

Common stock,
$0.02 par value(2) 70,000 $4.09 $1,648,732 $458.35
Common stock, $0.02 333,113
par value(3) -------
Total 403,113
-------
-------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------

(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) based on the average of the high and low prices of the
Registrant's Common Stock as reported on the NASDAQ SmallCap Market on
March 10, 1999.

(2) The shares of common stock are being registered for resale by the selling
stockholders named in the prospectus (the "Selling Stockholders").

(3) To be issued upon exercise of warrants to acquire up to 333,113 shares of
common stock. Includes an indeterminate number of additional shares of
common stock as may from time to time become issuable upon the exercise of
the warrants by reason of stock splits, stock dividends and similar
transactions pursuant to Rule 416 of the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.

SUBJECT TO COMPLETION, DATED MARCH 11, 1999

Prospectus

OLYMPIC CASCADE FINANCIAL CORPORATION.
403,113 SHARES COMMON STOCK

This prospectus relates to the offer and sale of up to 403,113 shares of Olympic
Cascade Financial Corporation common stock. Selling stockholders are offering to
sell 70,000 shares of our common stock and we are also registering 333,113
shares of our common stock that may be acquired upon the exercise of warrants.
We will not receive any of the proceeds from the sale of the registered shares
by the selling stockholders. We would receive proceeds from the exercise of
warrants.

Our common stock is listed on The Nasdaq SmallCap Market under the symbol "NATS"
and The Chicago Stock Exchange under the symbol "OLY". On March 10, 1999 the
closing price of our common stock on The Nasdaq SmallCap Market was $ 4.09 per
share.

The selling stockholders may offer these shares through public or private
transactions, in or off the over-the-counter market in the United States at
prevailing market prices, or at privately negotiated prices. For details of how
the selling stockholders may offer their shares, please see the section of this
prospectus entitled "Plan of Distribution" on page 9.

INVESTING IN OUR COMMON STOCK INVOLVES RISK. SEE RISK FACTORS BEGINNING ON PAGE
THREE OF THIS PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

The date of this prospectus is March 11, 1999.

TABLE OF CONTENTS

Risk Factors................................................3 Selling Stockholders..................................... 8

Olympic Cascade Financial Corporation.......................5 Plan of Distribution..................................... 9

Where You Can Find More Information.........................6 Legal Matters............................................10

Incorporation of Certain Documents By Reference.............7 Experts..................................................10

Use of Proceeds.............................................7

RISK FACTORS

SECURITY INDUSTRY RISKS
The securities industry is subject to a variety of risks, including declines in
price level and volume of transactions, losses resulting from the trading or
underwriting of securities, volatility of the markets and the failure of third
parties to meet commitments. The securities industry is also affected by
economic, political and market conditions both domestic and international. Other
items affecting the securities industry, include increased consolidation,
increased use of technology, increased use of discount and online electronic
brokerage services and increased regulation. These items could result in our
facing increased competition from larger broker-dealers, a need for increased
investment in technology, or potential loss of customers or reduction in
commission income. There can be no assurance that these trends or future changes
will not have a material adverse effect on our business, financial condition,
results of operations or cash flows.

REDUCED REVENUES AND PROFITS DUE TO MARKET FLUCTUATIONS
Our revenue and profitability may be adversely affected by declines in the
volume of securities transactions and in market liquidity. Additionally, our
profitability may be adversely affected by losses from the trading or
underwriting of securities or failure of third parties to meet commitments.
National acts as a market-maker in publicly traded common stocks. In market
making transactions, we undertake the risk of price changes or being unable
to resell the common stock we hold or being unable to purchase the common
stock we have sold. These risks are heightened by the illiquidity of many of
the common stocks we trade and or make a market. Any losses from our trading
activities, including as a result of unauthorized trading by our employees,
could have a material adverse effect on our business, financial condition,
results of operations or cash flows.

Lower securities price levels may also result in a reduced volume of
transactions, as well as losses from declines in the market value of common
stocks held for trading purposes. During periods of declining volume and
revenue, our profitability would be adversely affected. Declines in market
values of common stocks and the failure of issuers and third parties to perform
their obligations can result in illiquid markets in which we may incur losses in
our principal trading and market-making activities.

COMPETITION WITH LARGER FINANCIAL FIRMS
We compete directly with national and regional full-service broker-dealers
and a broad range of other financial service firms, including banks and
insurance companies. Competition has increased as smaller securities firms
have either ceased doing business or have been acquired by or merged into
other firms. Mergers and acquisitions have increased competition from these
firms, many of which have significantly greater financial resources than us.
Many of these firms offer their customers more products and research than
currently offered by us. We also face competition from companies offering
discount and/or electronic brokerage services, including brokerage services
provided over the Internet, which we are currently not offering. These
competitors may have lower costs or provide more services, and may offer
their customers more favorable commissions, fees or other terms than those
offered by us. Commissions charged to customers of discount and electronic
brokerage services have steadily decreased over the past several years and we
expect such decreases to continue. To the extent that issuers and purchasers
of securities transact business without the assistance of us, our operating
results could be adversely affected. We use direct solicitation of potential
customers as a means of increasing business and furnish investment research
publications in an effort to attract existing and potential clients. Many of
our competitors also engage in advertising programs, which we do not use to
any significant degree. We believe that our ability to compete for retail
customers depends largely upon the skill, reputation and experience of our
retail brokers. However, there can be no assurance that these factors will
continue to enable us to remain competitive.

DEPENDENCE ON, AND ABILITY TO RETAIN AND RECRUIT, KEY PERSONNEL
Our business depends on the highly skilled, and often highly specialized,
independent contractors and employees. Retention sales, trading, management,
investment banking and administrative professionals are particularly
important to us. At National, the investment executives are primarily
independent contractors and pay their overhead expenses in exchange for a
higher payout percentage. Typically, National's investment executives receive
a net payout percentage of approximately 70%. We feel that this compensation
package along with the flexibility of being independent is very competitive
within the industry. However, there can be no assurance that this
compensation offered by us will continue to be effective in recruiting and
retaining personnel.

GROWTH AND EXPANSION
We plan to expand through internal growth and, when the opportunity arises, may
expand through acquisitions of related businesses. Additionally, we are
examining the possibility of providing brokerage services over the Internet. Any
expansion will require capital resources and divert management's attention from
our existing businesses. There can be no assurance that we will be able to
attract the personnel or expertise necessary for any expansion, or that any
expansion will be successful. The failure of any expansion could have a material
adverse effect on our business, financial condition, results of operations or
cash flows.

We have experienced increased growth of our current operations over the past
three years. Continued growth will require the addition of retail brokers. There
can be no assurance that management will be able to manage our growth
effectively, and any such failure could have an adverse effect on our business,
financial condition, results of operations or cash flows.

LITIGATION AND POTENTIAL SECURITIES LAW LIABILITY
Many aspects of our business involve substantial risks of liability. There
has been an increase in litigation and arbitration within the securities
industry in recent years, including class action suits seeking substantial
damages. We are subject to potential claims by dissatisfied customers,
including claims alleging they were damaged by improper sales practices such
as unauthorized trading, sale of unsuitable securities, use of false or
misleading statements in the sale of securities, mismanagement and breach of
fiduciary duty. National and WestAmerica may be liable for the unauthorized
acts of its retail brokers if they fail to adequately supervise their
conduct. As an underwriter, we may be subject to substantial potential
liability under federal and state law and court decisions, including
liability for material misstatements and omissions in securities offerings.
We may be required to contribute to a settlement, defense costs or a final
judgment in legal proceedings or arbitrations involving past underwriting and
in actions that may arise in the future. We carry "Errors and Omissions"
insurance to protect against arbitrations, however, the policy is limited in
items and amounts covered and there can be no assurance that it will cover a
complaint. The adverse resolution of any legal proceedings involving us could
have a material adverse effect on our business, financial condition, results
of operations or cash flows.

THIRD PARTY TRADE PROCESSING AND INTERNAL COMPUTER SYSTEMS
The majority of National's and WestAmerica's trade processing information is
handled through third party vendors. National is in the process of
implementing a new trade processing system through BETA System, Inc., which
is scheduled to be fully operational by the third quarter of our 1999 fiscal
year. We anticipate that the implementation of this system will improve
operations including execution of orders, trade processing and trade
reporting. However, there can be no assurance that the new system will
perform as expected and any difficulty or significant delay in the
implementation or operation of the new system, or time spent training
personnel, could adversely affect us.

BETA Systems, Inc. has represented to us that they will be Year 2000 compliant
and our agreement calls for recourse against BETA Systems, Inc. should we incur
losses from the system not being Year 2000 compliant. Additionally, we have
initiated formal communications with all other significant data processing and
telecommunications vendors to determine the extent to which we are vulnerable to
those third parties failure to

remediate their own Year 2000 Issue. These vendors have represented to us
that they will be compliant with the requirements of the Year 2000. However,
if BETA Systems, Inc. is not Year 2000 compliant and we incur losses there
can be no assurance that BETA Systems, Inc. will have the financial resources
to reimburse us for our losses.

We have determined that material costs and resources will not be required to
modify or replace portions of our internal hardware and software so that
computer systems will properly utilize dates beyond December 31, 1999.

However, even if our systems and our significant vendors are compliant, the
potential impact of the Year 2000 problem on the securities industry as a whole
could be material, as virtually every aspect of the sales of securities and
processing of transactions will be affected. Due to the size of the problem
facing the securities industry and the interdependent nature of the business, we
may be materially adversely affected by this issue.

CONSTRAINTS IMPOSED BY NET CAPITAL REQUIREMENTS
The Commission and various other securities exchanges and other regulatory
bodies in the United States have rules with respect to net capital
requirements that affect National and WestAmerica. These rules are designed
to ensure that National and WestAmerica maintain adequate regulatory capital
for their business activities. These rules require that a substantial portion
of a broker-dealer's assets be kept in cash or highly liquid investments.
Failure to maintain the required net capital may subject a firm to suspension
or revocation of its registration by the Commission and suspension or
expulsion by the NASD and other regulatory bodies, and ultimately may require
its liquidation. Compliance by with Net Capital Requirement Rules could limit
certain operations that require intensive use of capital, such as
underwriting or trading activities. Advances, dividend payments and other
equity withdrawals from National or WestAmerica are restricted by the
regulations of the SEC, and other regulatory agencies. These regulatory
restrictions may limit the amounts that these subsidiaries may dividend or
advance to Olympic. In addition, a change in such Net Capital Requirement
Rules or the imposition of new rules affecting the scope, coverage,
calculation or amount of such net capital requirements, or a significant
operating loss or any large charge against net capital, could have similar
adverse effects.

CURRENT OPERATING RESULTS
During the past four quarters we have reported losses resulting in an
accumulated deficit and there is no assurance that we will become profitable.
Our disappointing fourth quarter of the fiscal year 1998, was primarily
attributed to large operating losses from a former subsidiary, large losses
related to the sale of this subsidiary, the closure of two branch offices and
the write-down and write-off of receivables. In the first quarter of the
fiscal year 1999, we reduced overhead expenses and although, our revenue has
decreased from the previous three quarters our loss in the first quarter of
fiscal 1999 is substantially less than the previous three quarters. We
anticipate that with increased revenues we will return to profitability;
however, there can be no assurance that revenue will increase and
profitability will be achieved. The tables show revenues, net income (loss)
for the last three fiscal years and the last four quarters. As a result of
the recent losses, we have an accumulated deficit of $2,488,000.

Fiscal Year ended September 25, 26 and 27, Previous Four Quarters
respectively (Dollars in thousands) (Dollars in thousands) (unaudited)
----------------------------------- ----------------------------------
1998 1997 1996 1st Qtr 4th Qtr 3rd Qtr 2nd Qtr
------- ------- ------- FYE 99 FYE 98 FYE 98 FYE 98
------- -------- ------- -------

Revenue $45,694 $39,994 $34,899
Net income Revenue $8,161 $8,274 $11,846 $10,173
(loss) ($4,666) $ 101 $ 1,735 Net (loss) ($261) ($3,685) ($ 623) ($ 577)

OLYMPIC CASCADE FINANCIAL CORPORATION

Olympic Cascade Financial Corporation is a financial services organization,
which operates through its two subsidiaries, National Securities Corporation and
WestAmerica Investment Group. We are committed to

establishing a significant presence in the financial services industry by
providing financing options for emerging, small and middle capitalization
companies through research, financial advisory services, and sales and
investment banking services for both public offerings and private placements,
and also providing retail brokerage and trade clearance operations.

In June 1997, we acquired all of the outstanding stock of WestAmerica, a
Scottsdale, Arizona based broker-dealer specializing in retail brokerage
services. WestAmerica was acquired for $443,000 in cash and an agreement to
provide a bonus payment of $207,000 to several WestAmerica brokers.

During fiscal year 1998, we redirected our focus on retail operations by selling
our ownership in two of our subsidiaries, L.H. Friend, Weinress, Franksen &
Presson, Inc. and Travis Capital, Inc. We had acquired each company in fiscal
year 1997. Upon the sale of L.H. Friend, Weinress, Franksen & Presson, Inc. we
receivedcash of $500,000, 55,509 shares of our common stock and potential fees
resulting from pending corporate finance transactions in exchange for all of the
common stock of L.H. Friend, Weinress, Franksen & Presson, Inc. Upon the sale of
Travis Capital, Inc. we received a note receivable for $215,000 in exchange for
all of the common stock of Travis Capital, Inc.

National conducts a national securities brokerage business through its main
office in Seattle, Washington and in 38 other offices located in 18 states. Its
business includes securities brokerage for individual and institutional clients,
market-making trading activities, asset management and corporate finance
services. National concentrates upon retail brokerage with an emphasis on
personalized service. National's operations, and its largest sales office, is
located in Seattle, Washington. The majority of National's transactions involve
securities trades with individual customers.

WestAmerica, based in Scottsdale, Arizona is a registered securities
broker-dealer providing primarily retail brokerage operations. The majority of
WestAmerica's transactions involve securities trades with individual customers.

Our business plan is to achieve growth of our retail brokerage business through
acquisitions of individual brokers, groups of brokers and other small brokerage
firms. We believe that consolidation within the industry is inevitable. Concerns
attributable to the strength of the market and increased competition help
explain the increasing number of acquisition opportunities continuously
introduced to us. We are focused on maximizing the profitability of our existing
operations, while we continue to pursue acquisition opportunities.

Except for historical information contained in this prospectus, the matters
discussed in this prospectus contain or incorporate forward-looking information.
Statements containing terms such as "believes," "does not believe," "no reason
to believe," "expects," "plans," "intends," "estimates," "anticipates" are
considered to contain uncertainty and are forward-looking statements. Forward
looking statements involve risks and uncertainties that could cause results to
differ materially, including changing market conditions and other risks detailed
in this prospectus and other documents filed by us with the Securities and
Exchange Commission from time to time. You are cautioned that no forward-looking
statement is a guarantee of future performance and you should not place undue
reliance on any forward-looking statement.

WHERE YOU CAN FIND MORE INFORMATION

We are required by the Securities Exchange Commission to file reports, proxy
statements and other information with the SEC. You can inspect and copy all of
this information at the Public Reference Room maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains a web site that contains reports, proxy statements
and information statements and other information regarding issuers, such as us,
that file electronically with the SEC. The address of this web site is
http:\\www.sec.gov.

This prospectus, which constitutes a part of a registration statement on Form
S-3 filed by us with the SEC, omits information set forth in the registration
statement. Accordingly, you should reference the registration statement and its
exhibits for further information with respect to us and our common stock. Copies
of the registration statement and its exhibits are on file at the offices of the
SEC. Furthermore, statements contained in this prospectus concerning any
document filed as an exhibit are not necessarily complete and, in each instance,
we refer you to the copy of the document filed as an exhibit to the registration
statement. You should rely only on the information or representations provided
in this prospectus and the registration statement. We have not authorized anyone
to provide you with different information.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to incorporate by reference the information we file with them,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to
be part of this prospectus, and information that we file later with the SEC will
automatically update and supersede the information in this prospectus.
Accordingly, we incorporate by reference the documents listed below and any
future filings we make with the SEC:

- - Annual Report on Form 10-K for-the fiscal year ended September 25, 1998;

- - Quarterly Reports on Form 10-Q for the quarters ended December 31, June 26
and March 27, 1998;

- - Definitive Proxy Statement dated February 18, 1999;

- - Registration Statement on Form S-8 dated February 17, 1999
(Registration No. 333-72477);

- - A description of our common stock contained in our Registration
Statement on Form 8-A, as filed with the SEC on July 31, 1998.

All reports and other documents we subsequently file after the date of this
prospectus and before the filing of a post-effective amendment which indicates
that all securities in this prospectus have been sold or which de-registers all
securities remaining unsold, shall be deemed to be part of this prospectus from
the date of the filing of such reports and documents.

You may request a copy of these filings, at no cost, by writing to us at the
following address: 875 North Michigan Avenue, Suite 1560, Chicago, Illinois
60611, Attention: Robert H. Daskal. The selling shareholders will not sell these
shares in any state in which they are not permitted. You should not assume that
the information in this Prospectus or any supplement is accurate as of any date
other than the date of those documents.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the 70,000 shares offered nor
will any proceeds be available for our use or benefit. We would receive proceeds
of approximately $1,756,000 upon the exercise of warrants to acquire an
aggregate of 333,113 shares of our common stock. These proceeds would be used by
us for reduction of debt and working capital.

SELLING STOCKHOLDERS

The following table sets forth the name of the selling stockholders, the total
number of shares of our common stock beneficially owned by the selling
stockholders as of the date of this prospectus and the number of shares, which
may be sold by the selling stockholders. This information is based upon
information provided by the selling stockholders.

Number of shares Percentage of common
Number of beneficially owned stock beneficially owned
Shares prior to the after the offering is
Name being sold offering completed
- ---- ---------- ----------------- -----------------------

Casull Arms Corporation 40,000 40,000 2.53%

Sugar Friedberg & Felsenthal 10,000 10,000 -

D'Ancona & Pflaum LLC 20,000 20,000 1.26%

FAI General Insurance
Company Limited 80,325 80,325 4.83%

Geller & Friend
Capital Partners 16,538 16,538 1.04%

Merryl H. Tisch, Custodian 78,750 78,750 4.74%

LVE, LLC 157,500 157,500 9.06%

Casull Arms Corporation received shares under a settlement agreement dated
February 9, 1999. This agreement settled a lawsuit brought against National in
September 1997 by Casull alleging breach of contract and other torts.

Sugar Friedberg & Felsenthal and D'Ancona & Pflaum LLC are law firms that
represent us in various matters. These shares were issued in payment of balances
owed for past services rendered.

The shares of our common stock owned by FAI, Merryl H. Tisch, custodian and LVE,
represents shares issuable upon the exercise of vested warrants to purchase our
common stock. These warrants were issued in connection with loans made to us.

The shares of our common stock owned by Geller & Friend Capital Partners,
represents shares issuable upon the exercise of a vested warrant to purchase our
common stock. This warrant was issued as consideration for a

commitment to provide financing.

It is unknown if, when or in what amount the selling stockholders in this
prospectus may sell these shares. Because the selling stockholders may sell all
or some of their shares, no estimate can be given as to the amount of shares
that they will continue to hold after their sale. For purposes of this table
above we have assumed that the selling stockholders will have sold all of their
shares.

PLAN OF DISTRIBUTION

The distribution of the shares by the selling stockholders may be effected from
time to time in one or more transactions (which may involve block transactions),
in specific offerings, exchange distributions and/or secondary distributions,
negotiated transactions, in settlement of short sales of common stock or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices or at negotiated prices
by the selling stockholders, their pledges, donees, transferees or distributees,
or respective successors in interest. Such transactions may be effected on the
over-the-counter market or privately. The selling stockholders may effect such
transactions by selling the shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the selling stockholders for whom they may act
as an agent. Without limiting the generality of the foregoing, such brokers may
act as dealers by purchasing any and all of the shares covered by this
prospectus either as agents for other or as principals for their own accounts
and reselling such securities pursuant to this prospectus. The selling
stockholders and any broker-dealers that act in connection with the sale of the
Shares might be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act, and any commissions received or profits realized by them
on the resale of the shares may be deemed to be underwriting discounts and
commissions under the Securities Act. As of the date of this prospectus, we are
not aware of any agreement, arrangement or understanding between any broker or
dealer and the selling stockholders with respect to the offer or sale of the
shares in this prospectus.

Under applicable rules and regulations of the Securities and Exchange
Commission, any person engaged in the distribution of the shares may not bid for
or purchase shares of our common stock during a period which commences one
business day prior to such person's participation in the distribution, subject
to certain exceptions, including passive market making activities.

At the time a sale of shares is made, to the extent required by the Securities
Act, a prospectus supplement will be distributed, setting forth the terms of the
sale, including the aggregate number of shares being sold, the names of any
underwriters, dealers or agents, any discounts, commissions and other items
constituting compensation from the selling stockholders and any discounts,
commissions or concessions allowed or re-allowed or paid to dealers.

Selling stockholders may also sell their shares pursuant to Rule 144 promulgated
under the Securities Act. Each of the selling stockholders may from time to time
pledge the shares owned by it to secure margin or other loans made to such
selling stockholder. Thus, the person or entity receiving the pledge of any of
the shares may sell them, in a foreclosure sale, or otherwise, in the same
manner as described above for such selling stockholder. We will not receive any
of the proceeds from any sale of the shares by the selling stockholders. There
can be no assurance that the selling stockholders will sell all or any of the
shares.

LEGAL MATTERS

The validity of our common stock and other legal matters have been passed upon
for the us by Camhy Karlinsky & Stein LLP, New York, New York.

EXPERTS

The financial statements incorporated in this prospectus by reference to our
Annual Report on Form 10-K for the fiscal year ended September 25, 1998 have
been audited by the following independent public accountants, as indicated in
their attached reports:

Feldman Sherb Ehrlich & Co., P.C., for the Company's
fiscal year ended September 25, 1998.

Moss Adams LLP, for the Company's fiscal years ended
September 26, 1997 and September 27, 1996.

These financial statements are included in this Prospectus and the
Registration Statement and we rely upon the authority of the above firms as
experts in accounting and auditing.

NEITHER US, NOR ANY OF THE SELLING STOCKHOLDERS HAS AUTHORIZED ANY DEALER,
SALESMAN OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. IF ANY DEALER,
SALESMAN OR OTHER PERSON GIVES INFORMATION OR MAKES REPRESENTATIONS OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, YOU SHOULD NOT RELY ON THEM. THIS
PROSPECTUS IS NOT AN OFFER TO SELL SECURITIES AND NEITHER US NOR ANY OF THE
SELLING STOCKHOLDERS ARE SOLICITING OFFERS TO BUY THEM. THESE SECURITIES WILL
NOT BE SOLD IN ANY STATE WHERE THEIR OFFER OR SALE, OR SOLICITATIONS OF
OFFERS TO BUY THEM, WOULD BE UNLAWFUL PRIOR TO THEIR REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE. INFORMATION IN THIS
PROSPECTUS IS CURRENT AS OF THE DATE OF THIS PROSPECTUS. EVEN IF YOU RECEIVE
A COPY OF THIS PROSPECTUS, NEITHER US NOR ANY OF THE SELLING STOCKHOLDERS IS
MAKING ANY REPRESENTATION ABOUT WHETHER THE INFORMATION IN THIS PROSPECTUS IS
CORRECT AT ANY TIME AFTER THE DATE OF THIS PROSPECTUS.

403,113 SHARES

OLYMPIC CASCADE
FINANCIAL CORPORATION

COMMON STOCK

PROSPECTUS

MARCH 11, 1999

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by the Company
and the selling stockholders in connection with the sale of the Common Stock
being registered. Except for the legal fees and expenses to be paid by the
selling stockholders, all the fees and expenses set forth below will be paid
by the Company. All the amounts shown are estimates except the registration
fee.

SEC Registration Fee...................................... $ 458.35
Accounting fees and expenses.............................. 2,000.00
Legal fees and expenses to be paid by the Company......... 4,000.00
- --------------------------------------------------------------------------------
Total............................................. $6,458.35
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our bylaws provide that we shall indemnify and advance the expenses of
individual directors, officers, employees and agents against costs, judgments
and other financial liability resulting from any action alleged to have been
taken or omitted by such individual. The bylaws permit such indemnification if,
among other things, the proposed indemnity acted in good faith with reasonable
belief that the conduct was in, or at least not opposed to, the best interests
of the Company, and in the case of a criminal proceeding, with a reasonable
belief that the conduct was not unlawful. We have obtained insurance on behalf
of any person who is or was a director, officer or employee or agent of the
Company or is or was serving at the request of the Company as an officer,
employee, or agent of another corporation, partnership, joint venture, trust
other enterprise or employee benefit plan, against any liability arising out of
that person's status as such, whether or not we would have the power to
indemnify that person against such liability.

ITEM 15. SALES OF UNREGISTERED SECURITIES

In March, 1997 we issued 250,000 unregistered shares of our common
stock in exchange for all of the outstanding stock of L.H. Friend, Weinress,
Frankson & Presson, Inc. Our common stock was valued at $1,375,000 as
consideration for this transaction. The issuance of these securities were exempt
from registration under the Securities Act pursuant to Section 4(2) thereof on
the basis that the transaction did not involve a public offering.

In July 1997 we issued 20,000 unregistered shares of our common
stock in exchange for all of the outstanding stock of Travis Capital, Inc. Our
common stock was valued at $90,000 as consideration for this transaction. The
issuance of these securities were exempt from registration under the Securities
Act pursuant to Section 4(2) thereof on the basis that the transaction did not
involve a public offering.

In May 1997 we issued a five-year warrant to purchase 30,000
unregistered shares of our common stock to FAI General Insurance Company
Limited in connection with a financing. As a result of subsequent stock
dividends, the holder of this warrant can now purchase 33,075 unregistered
shares of our common stock. In November 1997 we issued a five-year warrant to
purchase 45,000 unregistered shares of our common stock to FAI in connection
with a second financing. As a result of subsequent stock dividends, the
holder of this warrant can now purchase 47,250 unregistered shares of our
common stock. The warrants were issued as consideration for loans made to us.
The issuance of these securities were exempt from registration under the
Securities Act pursuant to Section 4(2) thereof on the basis that the
transactions did not involve a public offering. The shares that will be
issued upon the exercise of the warrants are being registered in connection
with this registration statement.

In July 1997 we issued a five-year warrant to purchase 15,000
unregistered shares of our common stock to Geller & Friend Capital Partners. As
a result of subsequent stock dividends, the holder of this warrant can now
purchase 16,538 unregistered shares of our common stock. The warrant was issued
as consideration for a commitment to provide financing. The issuance of these
securities were exempt from registration under the Securities Act pursuant to
Section 4(2) thereof on the basis that the transaction did not involve a public
offering. The shares that will be issued upon the exercise of the warrant are
being registered in connection with this registration statement.

In November 1997 we issued three five-year warrants to purchase
25,000, 25,000 and 25,000 unregistered shares of our common stock to Merryl H.
Tisch as custodian for Jessica S. Tisch, Benjamin J. Tisch and Samuel A. Tisch,
respectively, in connection with a financing. We received $25,000 for the
issuance of each warrant or $75,000 in total. As a result of subsequent stock
dividends, the holders of these warrants can now purchase 26,250, 26,250 and
26,250 unregistered shares of our common stock, respectively. The issuance of
these securities were exempt from registration under the Securities Act pursuant
to Section 4(2) thereof on the basis that the transactions did not involve a
public offering. The shares that will be issued upon the exercise of the
warrants are being registered in connection with this registration statement.

In January 1998 we issued a five-year warrant to purchase 157,500
unregistered shares of our common stock to LVE, LLC. The warrant was issued as
consideration for a loan made to us. The issuance of these securities were
exempt from registration under the Securities Act pursuant to Section 4(2)
thereof on the basis that the transaction did not involve a public offering. The
shares that will be issued upon the exercise of the warrant are being registered
in connection with this registration statement.

ITEM 16. EXHIBITS

5.1 Opinion of Camhy Karlinsky & Stein LLP

23.1 Consent of Feldman Sherb Erhlich & Co., P.C.

23.2 Consent of Moss Adams LLP

23.3 Consent of Camhy Karlinsky & Stein LLP (contained in Exhibit 5.1)

24.1 Powers of Attorney (contained on signature page)

ITEM 17. 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:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereto) which, individually, or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (s230.424(b) of
this Chapter) if, in the aggregate changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included
in the post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be new Registration Statement relating to the securities offered
therein, and this offering of such securities at that time shall be
deemed to be the initial bona fide offering itself.

(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.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referenced in Item 6 of this Registration
Statement, or otherwise, the Registration has been advised that in the opinion
of the Commission, such is against public policy as expressed in the Securities
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 any 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 its 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 the public policy expressed in the Securities
Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that is incorporated by
reference in this 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.

To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the lastest annual report to security
holders that is incorporated by reference in the prospectus an furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective. For the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus 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.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized on this 11th
day of March, 1999.

OLYMPIC CASCADE FINANCIAL CORPORATION
Registrant

By: /s/ Steven A Rothstein
- ---------------------------- Date: April 22, 1999
Steven A. Rothstein
Chairman, Chief Executive
Officer and President

By: /s/ Robert H. Daskal
- ---------------------------- Date: April 22, 1999
Robert H. Daskal
Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary

By: /s/ David M. Williams Date: April 22, 1999
- ----------------------------
David M. Williams
Controller

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated:

Signature Capacity Date

/s/ Steven A. Rothstein Chairman, Chief Executive April 22, 1999
Steven A. Rothstein Officer and President

/s/ Gary A. Rosenberg Director April 22, 1999
Gary A. Rosenberg

/s/ James C. Holcomb Director April 22, 1999
James C. Holcomb, Jr.

/s/ D.S. Patel Director April 22, 1999
D.S. Patel