<PAGE>   1

    As filed with the Securities and Exchange Commission on November 12, 1998

                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        LONG BEACH FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its charter)


           Delaware                                          33-0739843
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

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

                      1100 Town & Country Road, Suite 1650
                            Orange, California 92868
                                 (714) 541-5378
               (Address, including zip code, and telephone number,
        including area code, of Registrant's Principal Executive Offices)

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

                     Long Beach Mortgage Company 401(k) Plan
                              (Full Title of Plan)

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

                                 M. Jack Mayesh
                             Chief Executive Officer
                        LONG BEACH FINANCIAL CORPORATION
                      1100 Town & Country Road, Suite 1650
                            Orange, California 92868
                                 (714) 541-5378
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================
                                                       Proposed        Proposed
                                                       Maximum         Maximum
                                      Amount           Offering       Aggregate      Amount of
       Title of Securities             to be          Price Per        Offering     Registration
         to be Registered           Registered        Share (1)        Price(1)         Fee
--------------------------------------------------------------------------------------------------
<S>                                <C>                 <C>            <C>             <C>
Common Stock, par value 
  $.001 per share                 250,000 shares        $7.28         $1,820,000      $505.96 

Interests in the Long Beach            
  Mortgage Company 401(k) Plan         (2)               (2)             (2)            (2)
==================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(h) and 457(c), and based on the average of the high
     and low prices of the Common Stock of Long Beach Financial Corporation as
     reported on November 10, 1998 on The Nasdaq National Market System.

(2)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement covers an indeterminate amount of interests to be offered or sold
     pursuant to the Plan. In accordance with Rule 457(h)(2), no separate fee
     calculation is made for Plan interests.

<PAGE>   2

                                  INTRODUCTION

         This Registration Statement on Form S-8 is filed by Long Beach
Financial Corporation (the "Company") relating to 250,000 shares of the
Company's common stock, par value $.001 per share (the "Common Stock"), issuable
pursuant to the Long Beach Mortgage Company 401(k) Plan (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

*       Information required by Part I of Form S-8 to be contained in the
        Section 10(a) prospectus is omitted from this Registration Statement in
        accordance with Rule 428 under the Securities Act of 1933, as amended
        (the "Securities Act"), and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

        (a)    The description of the Company's Common Stock contained in the
               Company's Registration Statement on Form S-1 (No. 333-22013),
               including any amendment or report filed for the purpose of
               updating such description;

        (b)    The Company's Annual Report on Form 10-K for the year ended
               December 31, 1997; and

        (c)    The Company's Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 1998 and June 30, 1998.

        All documents filed by the Company and the Plan pursuant to Sections
13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.

        For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

        Not applicable.


                                       2

<PAGE>   3

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        Section 145(a) of the Delaware General Corporation Law (the "GCL")
provides that a Delaware 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 action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he or she 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,
with respect to any criminal action or proceeding, had no cause to believe his
or her conduct was unlawful.

        Section 145(b) of the GCL provides that a Delaware 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 action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

        Section 145 of the GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, such officer or director shall be indemnified
against expenses actually and reasonably incurred by him or her in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such officer or director and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.

        As permitted by Section 102(b)(7) of the GCL, the Company's Certificate
of Incorporation and Bylaws provide that a director shall not be liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director. However, such provision does not eliminate or limit the liability of
a director for acts or omissions not in good faith or for breaching his or her
duty of loyalty, engaging in intentional misconduct or knowingly violating a
law, paying a dividend or approving a stock repurchase that was illegal, or
obtaining an improper personal benefit. A provision of this type has no effect
on the availability of equitable remedies, such as injunction or rescission, for
breach of fiduciary duty.

        The Company's Certificate of Incorporation and Bylaws require the
Company to indemnify any person (or the estate of any person) who was or is a
party to, or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether or not by or in the right of the
Company and whether civil, criminal, administrative or investigative or
otherwise by reason of the fact that such person is or was a director or officer
of the Company, or is or was serving at the request of the Company as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise, against expenses incurred (including attorneys' fees), judgments,
fines and amounts paid in settlement. Any such expenses shall be paid by the
Company in advance of the final disposition of such action,


                                       3


<PAGE>   4

suit or proceeding upon receipt of an undertaking by or on behalf of the person
seeking indemnification to repay such amounts it if is ultimately determined
that he or she is not entitled to be indemnified.

        Notwithstanding the foregoing, the Company will not make such an advance
if a determination is reasonably and promptly made by the Board of Directors by
a majority vote of a quorum of disinterested directors, or (if such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested directors so
directs) by independent legal counsel to the Company, that based on the facts
known to the Board of Directors or such counsel at the time such determination
is made, (a) the party seeking an advance acted in bad faith or deliberately
breached his or her duty to the Company or its stockholders and (b) as a result
of such actions by the party seeking an advance, it is more likely than not that
it will ultimately be determined that such party is not entitled to
indemnification pursuant to the provisions of the Certificate of Incorporation
and/or Bylaws.

        The Company may, to the fullest extent permitted by the GCL, purchase
and maintain insurance on behalf of any such person against any liability that
may be asserted against such person. The Company may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter
of credit) to ensure the payment of such sums as may become necessary or
desirable to effect the indemnification as provided in the Certificate of
Incorporation and Bylaws.

        The Company may, but only to the extent that the Board of Directors may
authorize from time to time, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Company to the fullest
extent of the provisions described above as it applies to the indemnification
and advancement of expenses of directors and officers of the Company.

        The Company has entered into Indemnification Agreements (the
"Indemnification Agreements") with its executive officers and directors. These
Indemnification Agreements require the Company to indemnify, in the manner and
to the fullest extent permitted by the GCL, each executive officer and director
if he or she is or was a party, or is threatened to be made a party to, any
action, suit or proceeding individually or in the right of the Company or any
subsidiary of the Company, by reason of (a) the fact that such executive officer
or director is or was an executive officer or director of the Company or any
subsidiary and/or (b) the fact that such executive officer or director is or was
serving at the request of the Company as a director or officer of another
corporation or other enterprise. The indemnification extends to all expenses as
incurred (including attorneys' fees), judgments, fines and amounts paid in
settlement of such action, suit or proceeding. The Company must further advance,
within 20 days of a written request, all expenses incurred by the executive
officer or director in connection with the investigation, defense, settlement or
appeal of any such action or proceeding; provided, however, that the executive
officer or director must repay such amounts advanced if it is ultimately
determined that he or she is not entitled to be indemnified by the Company.
Notwithstanding the foregoing, the Company will not make such an advance if a
determination is reasonably and promptly made by the Board of Directors by a
majority vote of a quorum of disinterested directors, or (if such quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs) by independent legal counsel to the Company, that based on the facts
known to the Board of Directors or such counsel at the time such determination
is made, (a) the party seeking an advance acted in bad faith or deliberately
breached his or her duty to the Company or its stockholders and (b) as a result
of such actions by the party seeking an advance, it is more likely than not that
it will ultimately be determined that such party is not entitled to
indemnification pursuant to the provisions of the Indemnification Agreement.
Under the Indemnification Agreements, the executive officers and directors are
permitted to petition the court to seek recovery of amounts due under the
Indemnification Agreements and to recover the expenses of seeking such recovery
if he or she is successful. Absent the Indemnification Agreements,
indemnification that might be made available to executive officers and directors
could be changed by amendments to the Company's Certificate of Incorporation or
Bylaws. Benefits under the Indemnification Agreements are not available,
however, to indemnify an executive officer or director (a) with respect to
proceedings or claims initiated by the executive officer or director that are
not by way of defense (unless authorized by the Board of Directors); (b) with
respect to liability for transactions from which the executive officer or
director derived an improper personal benefit; (c) if the executive officer or
director is determined to have committed acts of active and


                                       4

<PAGE>   5

and deliberate dishonesty; (d) for expenses or liabilities that have been paid
to the executive officer or director under an insurance policy maintained by the
Company or otherwise by any other means; or (e) for an accounting of profits
realized from the purchase and sale of securities within the meaning of Section
16(b) of the Securities Exchange Act of 1934.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        4.1    Amended and Restated Certificate of Incorporation of the Company
               (filed as Exhibit 3.1 to the Company's Registration Statement on
               Form S-1 (No. 333-22013) and incorporated herein by reference)

        4.2    Bylaws of the Company (filed as Exhibit 3.2 to the Company's
               Registration Statement on Form S-1 (No. 333-22013) and
               incorporated herein by reference)

        4.3    Long Beach Mortgage Company 401(k) Plan

        5      Internal Revenue Service determination letter

        23.1   Consent of Deloitte & Touche LLP, independent auditors

        24     Power of Attorney (contained on signature page hereto)

Item 9. Undertakings.

        (a)    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 thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the 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 a 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
        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; and


                                       5


<PAGE>   6

               (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.

        (b) 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act) 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.

        (c) 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 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 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by a final
adjudication of such issue.



                                       6

<PAGE>   7

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for a 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 Orange, State of California, on November 11, 1998.

                                     LONG BEACH FINANCIAL CORPORATION


                                     By: /s/ M. Jack Mayesh
                                         --------------------------------------
                                         M. Jack Mayesh
                                         Chairman of the Board of Directors
                                         and Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints M.
JACK MAYESH, EDWARD RESENDEZ and JAMES J. SULLIVAN his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, with full powers and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming that all said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
       Signature                             Title                             Date
       ---------                             -----                             ----
<S>                            <C>                                        <C>
/s/ M. Jack Mayesh               Chairman of the Board of Directors       November 11, 1998
-----------------------------  Directors and Chief Executive Officer
    M. Jack Mayesh                 (Principal Executive Officer)


/s/ James H. Leonetti                Chief Financial Officer              November 11, 1998
-----------------------------       and Senior Vice President
    James H. Leonetti             (Principal Financial Officer)


/s/ Brett Atkinson                         Controller                     November 11,1998
-----------------------------     (Principal Accounting Officer)
    Brett Atkinson               


/s/ Edward Resendez                  President and Director               November 11, 1998
------------------------------
    Edward Resendez


/s/ David S. Engelman                       Director                      November 11, 1998
------------------------------
    David S. Engelman


/s/ C. Stephen Mansfield                    Director                      November 11, 1998
------------------------------
    C. Stephen Mansfield


/s/ Richard A. Kraemer                      Director                      November 11, 1998
------------------------------
    Richard A. Kraemer
</TABLE>


                                       7

<PAGE>   8

                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------
   4.1*           Amended and Restated Certificate of Incorporation of the
                  Company

   4.2*           Bylaws of the Company

   4.3            Long Beach Mortgage Company 401(k) Plan

   5              Internal Revenue Service determination letter

  23.1            Consent of Deloitte & Touche LLP, independent auditors

  24              Power of Attorney (contained on signature page hereto)

---------------
* Incorporated herein by reference. See sequentially numbered page 5.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26196}]
{"company-data": {"conformed-name": "LONG BEACH FINANCIAL CORP", "cik": "0001034011", "assigned-sic": "6162", "irs-number": "330739843", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67207", "film-number": "98746333"}, "business-address": {"street1": "1100 TOWN & COUNTRY RD", "street2": "STE 900", "city": "ORANGE", "state": "CA", "zip": "82868", "phone": "7145415378"}, "mail-address": {"street1": "1100 TOWN & COUNTRY RD", "street2": "SUITE 900", "city": "ORANGE", "state": "CA", "zip": "92868"}}
1

    As filed with the Securities and Exchange Commission on November 12, 1998

                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        LONG BEACH FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its charter)

           Delaware                                          33-0739843
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

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

                      1100 Town & Country Road, Suite 1650
                            Orange, California 92868
                                 (714) 541-5378
               (Address, including zip code, and telephone number,
        including area code, of Registrant's Principal Executive Offices)

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

                     Long Beach Mortgage Company 401(k) Plan
                              (Full Title of Plan)

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

                                 M. Jack Mayesh
                             Chief Executive Officer
                        LONG BEACH FINANCIAL CORPORATION
                      1100 Town & Country Road, Suite 1650
                            Orange, California 92868
                                 (714) 541-5378
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                       Proposed        Proposed
                                                       Maximum         Maximum
                                      Amount           Offering       Aggregate      Amount of
       Title of Securities             to be          Price Per        Offering     Registration
         to be Registered           Registered        Share (1)        Price(1)         Fee
--------------------------------------------------------------------------------------------------
Common Stock, par value 
  $.001 per share                 250,000 shares        $7.28         $1,820,000      $505.96 

Interests in the Long Beach            
  Mortgage Company 401(k) Plan         (2)               (2)             (2)            (2)
==================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(h) and 457(c), and based on the average of the high
     and low prices of the Common Stock of Long Beach Financial Corporation as
     reported on November 10, 1998 on The Nasdaq National Market System.

(2)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement covers an indeterminate amount of interests to be offered or sold
     pursuant to the Plan. In accordance with Rule 457(h)(2), no separate fee
     calculation is made for Plan interests.
2

                                  INTRODUCTION

         This Registration Statement on Form S-8 is filed by Long Beach
Financial Corporation (the "Company") relating to 250,000 shares of the
Company's common stock, par value $.001 per share (the "Common Stock"), issuable
pursuant to the Long Beach Mortgage Company 401(k) Plan (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

*       Information required by Part I of Form S-8 to be contained in the
        Section 10(a) prospectus is omitted from this Registration Statement in
        accordance with Rule 428 under the Securities Act of 1933, as amended
        (the "Securities Act"), and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

        (a)    The description of the Company's Common Stock contained in the
               Company's Registration Statement on Form S-1 (No. 333-22013),
               including any amendment or report filed for the purpose of
               updating such description;

        (b)    The Company's Annual Report on Form 10-K for the year ended
               December 31, 1997; and

        (c)    The Company's Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 1998 and June 30, 1998.

        All documents filed by the Company and the Plan pursuant to Sections
13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.

        For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

        Not applicable.

                                       2
3

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        Section 145(a) of the Delaware General Corporation Law (the "GCL")
provides that a Delaware 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 action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he or she 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,
with respect to any criminal action or proceeding, had no cause to believe his
or her conduct was unlawful.

        Section 145(b) of the GCL provides that a Delaware 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 action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

        Section 145 of the GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, such officer or director shall be indemnified
against expenses actually and reasonably incurred by him or her in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such officer or director and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.

        As permitted by Section 102(b)(7) of the GCL, the Company's Certificate
of Incorporation and Bylaws provide that a director shall not be liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director. However, such provision does not eliminate or limit the liability of
a director for acts or omissions not in good faith or for breaching his or her
duty of loyalty, engaging in intentional misconduct or knowingly violating a
law, paying a dividend or approving a stock repurchase that was illegal, or
obtaining an improper personal benefit. A provision of this type has no effect
on the availability of equitable remedies, such as injunction or rescission, for
breach of fiduciary duty.

        The Company's Certificate of Incorporation and Bylaws require the
Company to indemnify any person (or the estate of any person) who was or is a
party to, or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether or not by or in the right of the
Company and whether civil, criminal, administrative or investigative or
otherwise by reason of the fact that such person is or was a director or officer
of the Company, or is or was serving at the request of the Company as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise, against expenses incurred (including attorneys' fees), judgments,
fines and amounts paid in settlement. Any such expenses shall be paid by the
Company in advance of the final disposition of such action,

                                       3
4

suit or proceeding upon receipt of an undertaking by or on behalf of the person
seeking indemnification to repay such amounts it if is ultimately determined
that he or she is not entitled to be indemnified.

        Notwithstanding the foregoing, the Company will not make such an advance
if a determination is reasonably and promptly made by the Board of Directors by
a majority vote of a quorum of disinterested directors, or (if such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested directors so
directs) by independent legal counsel to the Company, that based on the facts
known to the Board of Directors or such counsel at the time such determination
is made, (a) the party seeking an advance acted in bad faith or deliberately
breached his or her duty to the Company or its stockholders and (b) as a result
of such actions by the party seeking an advance, it is more likely than not that
it will ultimately be determined that such party is not entitled to
indemnification pursuant to the provisions of the Certificate of Incorporation
and/or Bylaws.

        The Company may, to the fullest extent permitted by the GCL, purchase
and maintain insurance on behalf of any such person against any liability that
may be asserted against such person. The Company may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter
of credit) to ensure the payment of such sums as may become necessary or
desirable to effect the indemnification as provided in the Certificate of
Incorporation and Bylaws.

        The Company may, but only to the extent that the Board of Directors may
authorize from time to time, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Company to the fullest
extent of the provisions described above as it applies to the indemnification
and advancement of expenses of directors and officers of the Company.

        The Company has entered into Indemnification Agreements (the
"Indemnification Agreements") with its executive officers and directors. These
Indemnification Agreements require the Company to indemnify, in the manner and
to the fullest extent permitted by the GCL, each executive officer and director
if he or she is or was a party, or is threatened to be made a party to, any
action, suit or proceeding individually or in the right of the Company or any
subsidiary of the Company, by reason of (a) the fact that such executive officer
or director is or was an executive officer or director of the Company or any
subsidiary and/or (b) the fact that such executive officer or director is or was
serving at the request of the Company as a director or officer of another
corporation or other enterprise. The indemnification extends to all expenses as
incurred (including attorneys' fees), judgments, fines and amounts paid in
settlement of such action, suit or proceeding. The Company must further advance,
within 20 days of a written request, all expenses incurred by the executive
officer or director in connection with the investigation, defense, settlement or
appeal of any such action or proceeding; provided, however, that the executive
officer or director must repay such amounts advanced if it is ultimately
determined that he or she is not entitled to be indemnified by the Company.
Notwithstanding the foregoing, the Company will not make such an advance if a
determination is reasonably and promptly made by the Board of Directors by a
majority vote of a quorum of disinterested directors, or (if such quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs) by independent legal counsel to the Company, that based on the facts
known to the Board of Directors or such counsel at the time such determination
is made, (a) the party seeking an advance acted in bad faith or deliberately
breached his or her duty to the Company or its stockholders and (b) as a result
of such actions by the party seeking an advance, it is more likely than not that
it will ultimately be determined that such party is not entitled to
indemnification pursuant to the provisions of the Indemnification Agreement.
Under the Indemnification Agreements, the executive officers and directors are
permitted to petition the court to seek recovery of amounts due under the
Indemnification Agreements and to recover the expenses of seeking such recovery
if he or she is successful. Absent the Indemnification Agreements,
indemnification that might be made available to executive officers and directors
could be changed by amendments to the Company's Certificate of Incorporation or
Bylaws. Benefits under the Indemnification Agreements are not available,
however, to indemnify an executive officer or director (a) with respect to
proceedings or claims initiated by the executive officer or director that are
not by way of defense (unless authorized by the Board of Directors); (b) with
respect to liability for transactions from which the executive officer or
director derived an improper personal benefit; (c) if the executive officer or
director is determined to have committed acts of active and

                                       4
5

and deliberate dishonesty; (d) for expenses or liabilities that have been paid
to the executive officer or director under an insurance policy maintained by the
Company or otherwise by any other means; or (e) for an accounting of profits
realized from the purchase and sale of securities within the meaning of Section
16(b) of the Securities Exchange Act of 1934.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        4.1    Amended and Restated Certificate of Incorporation of the Company
               (filed as Exhibit 3.1 to the Company's Registration Statement on
               Form S-1 (No. 333-22013) and incorporated herein by reference)

        4.2    Bylaws of the Company (filed as Exhibit 3.2 to the Company's
               Registration Statement on Form S-1 (No. 333-22013) and
               incorporated herein by reference)

        4.3    Long Beach Mortgage Company 401(k) Plan

        5      Internal Revenue Service determination letter

        23.1   Consent of Deloitte & Touche LLP, independent auditors

        24     Power of Attorney (contained on signature page hereto)

Item 9. Undertakings.

        (a)    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 thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the 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 a 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
        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; and

                                       5
6

               (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.

        (b) 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act) 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.

        (c) 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 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 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by a final
adjudication of such issue.

                                       6
7

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for a 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 Orange, State of California, on November 11, 1998.

                                     LONG BEACH FINANCIAL CORPORATION

                                     By: /s/ M. Jack Mayesh
                                         --------------------------------------
                                         M. Jack Mayesh
                                         Chairman of the Board of Directors
                                         and Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints M.
JACK MAYESH, EDWARD RESENDEZ and JAMES J. SULLIVAN his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, with full powers and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming that all said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the date indicated.
Signature                             Title                             Date
       ---------                             -----                             ----
/s/ M. Jack Mayesh               Chairman of the Board of Directors       November 11, 1998
-----------------------------  Directors and Chief Executive Officer
    M. Jack Mayesh                 (Principal Executive Officer)

/s/ James H. Leonetti                Chief Financial Officer              November 11, 1998
-----------------------------       and Senior Vice President
    James H. Leonetti             (Principal Financial Officer)

/s/ Brett Atkinson                         Controller                     November 11,1998
-----------------------------     (Principal Accounting Officer)
    Brett Atkinson               

/s/ Edward Resendez                  President and Director               November 11, 1998
------------------------------
    Edward Resendez

/s/ David S. Engelman                       Director                      November 11, 1998
------------------------------
    David S. Engelman

/s/ C. Stephen Mansfield                    Director                      November 11, 1998
------------------------------
    C. Stephen Mansfield

/s/ Richard A. Kraemer                      Director                      November 11, 1998
------------------------------
    Richard A. Kraemer
7
8

                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------
   4.1*           Amended and Restated Certificate of Incorporation of the
                  Company

   4.2*           Bylaws of the Company

   4.3            Long Beach Mortgage Company 401(k) Plan

   5              Internal Revenue Service determination letter

  23.1            Consent of Deloitte & Touche LLP, independent auditors

  24              Power of Attorney (contained on signature page hereto)

---------------
* Incorporated herein by reference. See sequentially numbered page 5.