As filed with the Securities and Exchange Commission on April 27, 2000.

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                    FORM S-8
                          Registration Statement Under
                           the Securities Act of 1933


                            MFN FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                                       36-3627010
         (State or Other Jurisdiction of             (I.R.S. Employer
         Incorporation or Organization)             Identification No.)

                           100 FIELD DRIVE, SUITE 340
                           LAKE FOREST, ILLINOIS 60045
                    (Address of Principal Executive Offices)

                              Executive Option Plan
                 MFN Financial Corporation Amended and Restated
                1989 Stock Option and Incentive Compensation Plan
                            (Full Title of the Plans)

                                 MARK E. DAPIER
             EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            MFN FINANCIAL CORPORATION
                           100 FIELD DRIVE, SUITE 340
                           LAKE FOREST, ILLINOIS 60045
                     (Name and Address of Agent For Service)

                                 (847) 295-8600
          (Telephone number, including area code, of agent for service)

<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

                                                            Proposed        Proposed
                   Title of                                  Maximum         Maximum
                   Securities             Amount            Offering        Aggregate        Amount of
                   to be                   to be              Price         Offering       Registration
                   Registered           Registered1        Per Share2        Price2             Fee

<S>                                  <C>                     <C>          <C>                 <C>
Common Stock (par value              1, 950,000 Shares       $ 5.875      $ 11,456,250        $ 3,025
$.01 per share)

1  An undetermined number of additional shares may be issued if the
   anti-dilution adjustment provisions of the plan become operative.

2  Estimated solely for the purpose of calculating the registration fee in
   accordance with rule 457(c) and (h) under the Securities Act of 1933 on the
   basis of the average of the high and low prices of the Common Stock as
   reported on the OTC Bulletin Board on April 24, 2000.

</TABLE>


                                      -1-
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

                  The following documents are incorporated by reference into
this registration statement:

                  (a) The Annual Report of MFN Financial Corporation, formerly
         known as Mercury Finance Company (the "Company") on Form 10-K for the
         year ended December 31, 1999, which has heretofore been filed by the
         Company with the Securities and Exchange Commission (the "Commission")
         pursuant to the Securities Exchange Act of 1934, as amended (the "1934
         Act").

                   (b) The description of the Company's Common Stock is
         contained in the Company's Registration Statement on Form 8-A filed
         with the Commission pursuant to Section 12 of the 1934 Act.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 a part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 in each year during which the
offering made by this registration statement is in effect prior to the filing
with the Commission of the registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.

                  Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
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.
         -------------------------

                  The securities to be offered are registered under Section
12(g) of the 1934 Act.

Item 5.  Interest of Named Experts and Counsel.
         -------------------------------------

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

                  Certain provisions of the General Corporation Law of the State
of Delaware provide that the Company may indemnify the directors and officers of
the Company and affiliated companies against liabilities and expenses incurred
by reason of the fact that such persons were serving in such capacities, subject
to certain limitations and conditions set forth in the statute. Article Six of
the Amended and Restated Certificate of Incorporation of the Company provides
that the Company shall indemnify its directors and officers to the fullest
extent permitted by Delaware law.

                  The Company has contractually agreed to indemnify, and advance
expenses to, its directors and officers pursuant to indemnification agreements
and to the fullest extent permitted by Delaware law or the Company's Certificate
of Incorporation. The indemnification agreements between the Company and its
directors and officers generally provide that the director or officer will be


                                      -2-
<PAGE>

entitled to such indemnification if such director or officer acted in good faith
and in a manner he/she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal proceeding, had
no reasonable cause to believe his/her conduct was unlawful. The indemnification
agreements further provide that the director or officer will be entitled to
advancement of expenses upon an undertaking by such director or officer to repay
any advanced expenses if it is ultimately determined that the director or
officer is not entitled to be indemnified for such expenses. See the Form of
Indemnification Agreement between the Company and Certain Directors and
Officers, which the Company has filed with the Commission as Exhibit 10E to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999,
for more information.

                  The Company also maintains directors and officers liability
insurance covering certain directors and officers of the Company against claims
arising out of the performance of their duties.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

                  Not applicable.

Item 8.  Exhibits.
         --------

                  Reference is made to the Exhibit Index.

Item 9.  Undertakings.
         ------------

                  The 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 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.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "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.

                  (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.

                  (4) That, for the purposes of determining any liability under
the 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 (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 thereof.

                   (5) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, 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 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


                                      -3-
<PAGE>

jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                      -4-
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the undersigned 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 Chicago, State of Illinois, on the
26th day of April, 2000.

                          MFN FINANCIAL CORPORATION


                          By: /s/ Edward G. Harshfield
                              ------------------------
                              Edward G. Harshfield
                              Chairman, President and Chief Executive Officer


                                POWER OF ATTORNEY

                  We, the undersigned officers and directors of MFN Financial
Corporation, hereby severally constitute Jeffrey B. Weeden and Edward G.
Harshfield, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to
said Registration Statement, and generally to do all such things in our name and
behalf in the capacities indicated below to enable MFN Financial Corporation to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

                  Pursuant to the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 26th day of April, 2000.

Signature                                      Title

/s/ Edward G. Harshfield        Chairman and Chief Executive Officer
------------------------------     (principal executive officer)
Edward G. Harshfield


/s/ Mark D. Whitam              Chief Financial Officer
------------------------------     (principal financial and accounting officer)
Mark D. Whitam


/s/ Robert Stucker              Director
Robert Stucker


/s/ Andrew C. Halvorsen         Director
------------------------------
Andrew C. Halvorsen


/s/ Martin L. Solomon           Director
------------------------------
Martin L. Solomon


/s/ George R. Zoffinger         Director
------------------------------
George R. Zoffinger



                                      -5-
<PAGE>


/s/ Michael A. Kramer           Director
------------------------------
Michael A. Kramer


/s/ Thomas L. Gooding           Director
------------------------------
Thomas L. Gooding



                                      -6-
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number                           Description
--------------                           -----------

      5                  Opinion (including consent) of McDermott, Will & Emery

     23.1                Consent of Grant Thornton LLP

     23.2                Consent of Arthur Andersen LLP
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14210}]
{"company-data": {"conformed-name": "MFN FINANCIAL CORP", "cik": "0000846378", "assigned-sic": "6141", "irs-number": "363627010", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35770", "film-number": "610814"}, "business-address": {"street1": "100 FIELD DR", "street2": "STE 340", "city": "LAKE FOREST", "state": "IL", "zip": "60045", "phone": "8472958600"}, "mail-address": {"street1": "100 FIELD DRIVE", "street2": "SUITE 340", "city": "LAKE FOREST", "state": "IL", "zip": "60045"}, "former-company": {"former-conformed-name": "MERCURY FINANCE CO", "date-changed": "19960118"}}
As filed with the Securities and Exchange Commission on April 27, 2000.

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                          Registration Statement Under
                           the Securities Act of 1933

                            MFN FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                                       36-3627010
         (State or Other Jurisdiction of             (I.R.S. Employer
         Incorporation or Organization)             Identification No.)

                           100 FIELD DRIVE, SUITE 340
                           LAKE FOREST, ILLINOIS 60045
                    (Address of Principal Executive Offices)

                              Executive Option Plan
                 MFN Financial Corporation Amended and Restated
                1989 Stock Option and Incentive Compensation Plan
                            (Full Title of the Plans)

                                 MARK E. DAPIER
             EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            MFN FINANCIAL CORPORATION
                           100 FIELD DRIVE, SUITE 340
                           LAKE FOREST, ILLINOIS 60045
                     (Name and Address of Agent For Service)

                                 (847) 295-8600
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed        Proposed
                   Title of                                  Maximum         Maximum
                   Securities             Amount            Offering        Aggregate        Amount of
                   to be                   to be              Price         Offering       Registration
                   Registered           Registered1        Per Share2        Price2             Fee
Common Stock (par value              1, 950,000 Shares       $ 5.875      $ 11,456,250        $ 3,025
$.01 per share)

1  An undetermined number of additional shares may be issued if the
   anti-dilution adjustment provisions of the plan become operative.

2  Estimated solely for the purpose of calculating the registration fee in
   accordance with rule 457(c) and (h) under the Securities Act of 1933 on the
   basis of the average of the high and low prices of the Common Stock as
   reported on the OTC Bulletin Board on April 24, 2000.
-1-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

                  The following documents are incorporated by reference into
this registration statement:

                  (a) The Annual Report of MFN Financial Corporation, formerly
         known as Mercury Finance Company (the "Company") on Form 10-K for the
         year ended December 31, 1999, which has heretofore been filed by the
         Company with the Securities and Exchange Commission (the "Commission")
         pursuant to the Securities Exchange Act of 1934, as amended (the "1934
         Act").

                   (b) The description of the Company's Common Stock is
         contained in the Company's Registration Statement on Form 8-A filed
         with the Commission pursuant to Section 12 of the 1934 Act.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 a part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 in each year during which the
offering made by this registration statement is in effect prior to the filing
with the Commission of the registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.

                  Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
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.
         -------------------------

                  The securities to be offered are registered under Section
12(g) of the 1934 Act.

Item 5.  Interest of Named Experts and Counsel.
         -------------------------------------

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

                  Certain provisions of the General Corporation Law of the State
of Delaware provide that the Company may indemnify the directors and officers of
the Company and affiliated companies against liabilities and expenses incurred
by reason of the fact that such persons were serving in such capacities, subject
to certain limitations and conditions set forth in the statute. Article Six of
the Amended and Restated Certificate of Incorporation of the Company provides
that the Company shall indemnify its directors and officers to the fullest
extent permitted by Delaware law.

                  The Company has contractually agreed to indemnify, and advance
expenses to, its directors and officers pursuant to indemnification agreements
and to the fullest extent permitted by Delaware law or the Company's Certificate
of Incorporation. The indemnification agreements between the Company and its
directors and officers generally provide that the director or officer will be

                                      -2-
entitled to such indemnification if such director or officer acted in good faith
and in a manner he/she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal proceeding, had
no reasonable cause to believe his/her conduct was unlawful. The indemnification
agreements further provide that the director or officer will be entitled to
advancement of expenses upon an undertaking by such director or officer to repay
any advanced expenses if it is ultimately determined that the director or
officer is not entitled to be indemnified for such expenses. See the Form of
Indemnification Agreement between the Company and Certain Directors and
Officers, which the Company has filed with the Commission as Exhibit 10E to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999,
for more information.

                  The Company also maintains directors and officers liability
insurance covering certain directors and officers of the Company against claims
arising out of the performance of their duties.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

                  Not applicable.

Item 8.  Exhibits.
         --------

                  Reference is made to the Exhibit Index.

Item 9.  Undertakings.
         ------------

                  The 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 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.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "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.

                  (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.

                  (4) That, for the purposes of determining any liability under
the 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 (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 thereof.

                   (5) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, 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 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

                                      -3-
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -4-
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the undersigned 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 Chicago, State of Illinois, on the
26th day of April, 2000.

                          MFN FINANCIAL CORPORATION

                          By: /s/ Edward G. Harshfield
                              ------------------------
                              Edward G. Harshfield
                              Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

                  We, the undersigned officers and directors of MFN Financial
Corporation, hereby severally constitute Jeffrey B. Weeden and Edward G.
Harshfield, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to
said Registration Statement, and generally to do all such things in our name and
behalf in the capacities indicated below to enable MFN Financial Corporation to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

                  Pursuant to the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 26th day of April, 2000.

Signature                                      Title

/s/ Edward G. Harshfield        Chairman and Chief Executive Officer
------------------------------     (principal executive officer)
Edward G. Harshfield

/s/ Mark D. Whitam              Chief Financial Officer
------------------------------     (principal financial and accounting officer)
Mark D. Whitam

/s/ Robert Stucker              Director
Robert Stucker

/s/ Andrew C. Halvorsen         Director
------------------------------
Andrew C. Halvorsen

/s/ Martin L. Solomon           Director
------------------------------
Martin L. Solomon

/s/ George R. Zoffinger         Director
------------------------------
George R. Zoffinger

                                      -5-
/s/ Michael A. Kramer           Director
------------------------------
Michael A. Kramer

/s/ Thomas L. Gooding           Director
------------------------------
Thomas L. Gooding

                                      -6-
EXHIBIT INDEX

Exhibit Number                           Description
--------------                           -----------

      5                  Opinion (including consent) of McDermott, Will & Emery

     23.1                Consent of Grant Thornton LLP

     23.2                Consent of Arthur Andersen LLP