<PAGE>

                                                 Registration No. 33-___________

      As filed with the Securities and Exchange Commission on May 15, 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                               ___________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ___________________

                              OLYMPIC FINANCIAL LTD.
            (Exact name of registrant as specified in its charter)

           Minnesota                                      41-1664848
   (State or other jurisdiction                        (I.R.S. Employer
   of incorporation or organization)                  Identification No.)
                               ___________________

                          7825 Washington Avenue South
                        Minneapolis, Minnesota 55439-2444
                          (Address, including zip code,
                 of registrant's principal executive offices)
                               ___________________

                             OLYMPIC FINANCIAL LTD.
                   1998-2000 RESTRICTED STOCK ELECTION PLAN
                            (Full title of the plan)
                               ___________________

                                 Jeffrey C. Mack
                             Olympic Financial Ltd.
                            Olympic Financial Center
                          7825 Washington Avenue South
                        Minneapolis, Minnesota 55439-2435
                                 (612) 942-9880
                       (Name, address and telephone number,
              including area code, of agent for service of process)
                              ___________________

                                   Copy to:
                           Richard G. Swanson, Esq.
                             Dorsey & Whitney LLP
                            220 South Sixth Street
                         Minnesota, Minnesota  55402
                              ___________________

                       CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        Proposed maximum    Proposed maximum
                                        Amount to be   offering price per  aggregate offering      Amount of
Title of securities to be registered     registered         share(1)              price         registration fee
- -----------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>                 <C>                  <C>
Common stock, $.01 par value              600,000       $21.625          $12,975,000          $4,474.14
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
                                                                 
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and based upon the average of the high and low
     prices for shares of the Registrant's Common Stock on May 9, 1996, as
     reported by the New York Stock Exchange.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

                                          PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant incorporates herein by reference the following documents or
portions of documents, as of their respective dates as filed with the Securities
and Exchange Commission:

          (a)  The Registrant's Annual Report on Form 10-K/A-2 for the
     fiscal year ended December 31, 1995;

          (b)  The Registrant's Quarterly Report on Form 10-Q for the
     quarter March 31, 1996;

          (c)  The Registrant's Current Reports on Form 8-K dated February
     20, 1996, March 15,1996 and March 16, 1996; and 

          (d)  The description of the Registrant's Common Stock contained
     in the Registrant's Registration Statement on Form 8-A/A-1, File    
     No. 1-14276.

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

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Minnesota Statutes Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, employee or agent of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.

     Article 6 of the Registrant's Restated Bylaws, as amended, provides that
directors, officers, employees and agents, past or present, of the Registrant,
and persons serving as such of another corporation or entity at the request of
the Registrant, shall be indemnified by the Registrant for such expenses and
liabilities, in such manner, under such circumstances, and to such extent as
permitted under Minnesota Statutes 302A.521.


                                     II-1
<PAGE>


     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, 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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     Exhibit
     Number          Description
     -------         -----------
     5.1            Opinion of Dorsey & Whitney LLP

     23.1           Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

     23.2           Consent of Independent Public Accountants

     24             Power of Attorney (included on signature page)

ITEM 9.   UNDERTAKINGS.

     The undersigned Registrant hereby undertakes as follows:

          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 of 1933;

               (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 (i) and (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 by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

          That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.

          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.


                                     II-2
<PAGE>


     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 the thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 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 public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


                                     II-3
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for 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 Minneapolis, Minnesota on the 15th day of May 1996.

                                   OLYMPIC FINANCIAL LTD.

                                   By /s/ Jeffrey C. Mack
                                      -------------------------------------
                                      Jeffrey C. Mack
                                      Chief Executive Officer and President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jeffrey C. Mack and John A. Witham, or either of
them (with full power to act alone), as his true and lawful attorneys-in-fact
and agents, with full powers of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any or 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, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.

<TABLE>
<CAPTION>
      Signature                          Title                             Date 
<S>                        <C>                                            <C>

  /s/ Jeffrey C. Mack        Chief Executive Officer, President and       May 15, 1996
- --------------------------   Director  (Principal Executive Officer)
    Jeffrey C. Mack    

   /s/ John A. Witham       Executive Vice President and Chief Financial  May 15, 1996
- --------------------------   Officer  (Principal Financial Officer)
    John A. Witham            

 /s/ Brian S. Anderson           Senior Vice President, Corporate         May 15, 1996
- --------------------------     Controller and Assistant Secretary
   Brian S. Anderson              (Principal Accounting Officer)

 /s/ Scott H. Anderson                      Director                      May 15, 1996
- --------------------------
   Scott H. Anderson

 /s/ A. Mark Berlin, Jr.                    Director                      May 15, 1996
- --------------------------
  A. Mark Berlin, Jr.

/s/ Lawrence H. Bistodeau                   Director                      May 15, 1996
- --------------------------
  Lawrence H. Bistodeau

  /s/ Robert J. Cresci                      Director                      May 15, 1996
- --------------------------
    Robert J. Cresci

   /s/ James L. Davis                       Director                      May 15, 1996
- --------------------------
    James L. Davis

   /s/ Warren Kantor                        Director                      May 15, 1996
- --------------------------
    Warren Kantor

   /s/ Richard A. Zona                      Director                      May 15, 1996
- --------------------------
    Richard A. Zona

/s/ Frederick W. Zuckerman                  Director                      May 15, 1996
- --------------------------
  Frederick W. Zuckerman
</TABLE>


                                     II-4
<PAGE>


                               EXHIBIT INDEX TO
                                   FORM S-8

                           OLYMPIC FINANCIAL LTD.


     Exhibit
     Number     Description                                            Page No.
     -------    -----------                                            --------
     5.1       Opinion of Dorsey & Whitney LLP

     23.1      Consent of Dorsey & Whitney LLP (included in 
                Exhibit 5.1)

     23.2      Consent of Independent Public Accountants

     24        Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15905}]
{"company-data": {"conformed-name": "OLYMPIC FINANCIAL LTD", "cik": "0000879674", "assigned-sic": "6153", "irs-number": "411664848", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03801", "film-number": "96567189"}, "business-address": {"street1": "7825 WASHINGTON AVE SOUTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55439-2435", "phone": "6129429880"}, "mail-address": {"street1": "7825 WASHINGTON AVENUE S", "city": "MINNEAPOLIS", "state": "MN", "zip": "55439-2435"}}
Registration No. 33-___________

      As filed with the Securities and Exchange Commission on May 15, 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                               ___________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ___________________

                              OLYMPIC FINANCIAL LTD.
            (Exact name of registrant as specified in its charter)

           Minnesota                                      41-1664848
   (State or other jurisdiction                        (I.R.S. Employer
   of incorporation or organization)                  Identification No.)
                               ___________________

                          7825 Washington Avenue South
                        Minneapolis, Minnesota 55439-2444
                          (Address, including zip code,
                 of registrant's principal executive offices)
                               ___________________

                             OLYMPIC FINANCIAL LTD.
                   1998-2000 RESTRICTED STOCK ELECTION PLAN
                            (Full title of the plan)
                               ___________________

                                 Jeffrey C. Mack
                             Olympic Financial Ltd.
                            Olympic Financial Center
                          7825 Washington Avenue South
                        Minneapolis, Minnesota 55439-2435
                                 (612) 942-9880
                       (Name, address and telephone number,
              including area code, of agent for service of process)
                              ___________________

                                   Copy to:
                           Richard G. Swanson, Esq.
                             Dorsey & Whitney LLP
                            220 South Sixth Street
                         Minnesota, Minnesota  55402
                              ___________________

                       CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposed maximum    Proposed maximum
                                        Amount to be   offering price per  aggregate offering      Amount of
Title of securities to be registered     registered         share(1)              price         registration fee
- -----------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value              600,000       $21.625          $12,975,000          $4,474.14
- -----------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and based upon the average of the high and low
     prices for shares of the Registrant's Common Stock on May 9, 1996, as
     reported by the New York Stock Exchange.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant incorporates herein by reference the following documents or
portions of documents, as of their respective dates as filed with the Securities
and Exchange Commission:

          (a)  The Registrant's Annual Report on Form 10-K/A-2 for the
     fiscal year ended December 31, 1995;

          (b)  The Registrant's Quarterly Report on Form 10-Q for the
     quarter March 31, 1996;

          (c)  The Registrant's Current Reports on Form 8-K dated February
     20, 1996, March 15,1996 and March 16, 1996; and 

          (d)  The description of the Registrant's Common Stock contained
     in the Registrant's Registration Statement on Form 8-A/A-1, File    
     No. 1-14276.

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

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Minnesota Statutes Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, employee or agent of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.

     Article 6 of the Registrant's Restated Bylaws, as amended, provides that
directors, officers, employees and agents, past or present, of the Registrant,
and persons serving as such of another corporation or entity at the request of
the Registrant, shall be indemnified by the Registrant for such expenses and
liabilities, in such manner, under such circumstances, and to such extent as
permitted under Minnesota Statutes 302A.521.

                                     II-1
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, 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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     Exhibit
     Number          Description
     -------         -----------
     5.1            Opinion of Dorsey & Whitney LLP

     23.1           Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

     23.2           Consent of Independent Public Accountants

     24             Power of Attorney (included on signature page)

ITEM 9.   UNDERTAKINGS.

     The undersigned Registrant hereby undertakes as follows:

          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 of 1933;

               (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 (i) and (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 by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

          That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.

          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.

                                     II-2
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 the thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 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 public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                     II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for 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 Minneapolis, Minnesota on the 15th day of May 1996.

                                   OLYMPIC FINANCIAL LTD.

                                   By /s/ Jeffrey C. Mack
                                      -------------------------------------
                                      Jeffrey C. Mack
                                      Chief Executive Officer and President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jeffrey C. Mack and John A. Witham, or either of
them (with full power to act alone), as his true and lawful attorneys-in-fact
and agents, with full powers of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any or 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, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
Signature                          Title                             Date
/s/ Jeffrey C. Mack        Chief Executive Officer, President and       May 15, 1996
- --------------------------   Director  (Principal Executive Officer)
    Jeffrey C. Mack    

   /s/ John A. Witham       Executive Vice President and Chief Financial  May 15, 1996
- --------------------------   Officer  (Principal Financial Officer)
    John A. Witham            

 /s/ Brian S. Anderson           Senior Vice President, Corporate         May 15, 1996
- --------------------------     Controller and Assistant Secretary
   Brian S. Anderson              (Principal Accounting Officer)

 /s/ Scott H. Anderson                      Director                      May 15, 1996
- --------------------------
   Scott H. Anderson

 /s/ A. Mark Berlin, Jr.                    Director                      May 15, 1996
- --------------------------
  A. Mark Berlin, Jr.

/s/ Lawrence H. Bistodeau                   Director                      May 15, 1996
- --------------------------
  Lawrence H. Bistodeau

  /s/ Robert J. Cresci                      Director                      May 15, 1996
- --------------------------
    Robert J. Cresci

   /s/ James L. Davis                       Director                      May 15, 1996
- --------------------------
    James L. Davis

   /s/ Warren Kantor                        Director                      May 15, 1996
- --------------------------
    Warren Kantor

   /s/ Richard A. Zona                      Director                      May 15, 1996
- --------------------------
    Richard A. Zona

/s/ Frederick W. Zuckerman                  Director                      May 15, 1996
- --------------------------
  Frederick W. Zuckerman
II-4
EXHIBIT INDEX TO
                                   FORM S-8

                           OLYMPIC FINANCIAL LTD.

     Exhibit
     Number     Description                                            Page No.
     -------    -----------                                            --------
     5.1       Opinion of Dorsey & Whitney LLP

     23.1      Consent of Dorsey & Whitney LLP (included in 
                Exhibit 5.1)

     23.2      Consent of Independent Public Accountants

     24        Power of Attorney (included on signature page)