As filed with the Securities and Exchange
Commission on September 8, 1998                            Registration No. 333-
================================================================================
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         WADE COOK FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its charter)

          Nevada                                        91-1772094
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                           14675 Interurban Avenue S.,
                         Seattle, Washington 99168-4664
                    ----------------------------------------
                    (Address of Principal Executive Offices)


            Wade Cook Financial Corporation 1997 Stock Incentive Plan
            ---------------------------------------------------------
                            (Full title of the plan)

                         Acorn Corporate Services, Inc.
                        3885 S. Decatur Blvd., Suite 2010
                             Las Vegas, Nevada 89103
                     ----------------------------------------
                     (Name and address of agent for service)

                                 (702) 796-6060
           ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE


<TABLE>
 -----------------------------------------------------------------------------------------------------------------------------------

Title of Securities            Amount to         Proposed Maximum Offering         Proposed Maximum             Amount of
to be Registered(1)          be Registered          Price Per Share (2)        Aggregate Offering Price     Registration Fee(2)
 -----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                          <C>                        <C>                         <C>
 Common Stock               5,000,000 shares             $0.385                     $1,923,000                  $535.00
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Common Stock,  par value $0.001 per share,  offered by the Company pursuant
     to the Plan described herein.
(2)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance  with rule 457(c) and (h) based on the average bid
     and ask prices for the Registrant's  common shares on September 7, 1999, as
     quoted on the OTC Bulletin Board, which was $0.385 per share.





--------------------------------------------------------------------------------
================================================================================

<PAGE>


This registration statement on Form S-8 registers Common Stock, par value $0.001
per share, of Wade Cook Financial  Corporation  (the  "Registrant") to be issued
pursuant to the  exercise of options or shares  granted  under the  Registrant's
1997 Stock Incentive Plan.


           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a) The  Registrant's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
for the fiscal year ended  December 31, 1998 filed on March 31, 1999 and amended
on April 30, 1999.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
incorporated by reference herein pursuant to (a) above.

     (c)  The  description  of  the  Registrant's  securities  contained  in the
Registrant's  registration  statement on Form 10/A filed with the Securities and
Exchange  Commission on April 24, 1998,  including any amendment or report filed
for the purpose of updating such description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  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  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable

Item 5.  Interests of Named Experts and Counsel.

None

Item 6.  Indemnification of Directors and Officers.

The  Nevada  General  Corporation  Law  (the  "Nevada  Act")  authorizes  Nevada
corporations  to  indemnify  any person who was or is a party to any  proceeding
(other than an action by, or in the right of, the corporation), by reason of the
fact that he or she 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 other entity,
against  liability  incurred in connection with such  proceeding,  including any
appeal  thereof,  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
reasonable  cause to believe his or her conduct was unlawful.  In the case of an
action by or on behalf of a corporation,  indemnification may not be made if the
person seeking  indemnification  is adjudged  liable,  unless the court in which
such action was brought determines such person is fairly and reasonably entitled
to  indemnification.  The  indemnification  provisions of the Nevada Act require
indemnification  if a director or officer has been  successful  on the merits or
otherwise in defense of any action, suit, or proceeding to which he or she was a
party by reason of the fact that he or she is or was a  director  or  officer of
the  corporation.  The  indemnification  authorized  under  Nevada  law  is  not
exclusive  and is in  addition  to any other  rights  granted  to  officers  and
directors under the Articles of  Incorporation or Bylaws of a corporation or any
agreement  between  officers and directors and a corporation.  A corporation may
purchase and maintain  insurance or furnish similar  protection on behalf of any
officer or  director  against  any  liability  asserted  against  the officer or
director  and incurred by the officer or director in such  capacity,  or arising
out of the status,  as an officer or  director,  whether or not the  corporation
would have the power to indemnify  him or her against such  liability  under the
Nevada Act.





                                      II-1
<PAGE>


The Registrant's  Articles of Incorporation  require the Registrant to indemnify
and hold harmless, to the fullest extent permitted under the Nevada Act, any and
all persons whom it shall have power to indemnify  under the Nevada Act from and
against any and all liabilities  (including  expenses) in which such persons may
be involved or with which such persons may be threatened,  or from other matters
referred to in or covered by the Nevada  Act.  Such  indemnification  applies to
liabilities  arising  out of  actions in such  persons'  official  capacity  and
actions in another  capacity while holding such office.  The  requirement of the
Registrant to indemnify such persons  continues  until such person has ceased to
be a director or officer of the Registrant.

The  Registrant's  Bylaws  provide  for the  indemnification  of  directors  and
executive  officers of the  Registrant  to the maximum  extent  permitted by the
Nevada Act and for the payment of judgments,  penalties,  fines, settlements and
reasonable expenses (including attorneys' fees) actually and reasonably incurred
in  connection  with the defense of a proceeding  that the director or executive
officer was a party to by reason of the fact that he or she is or was a director
or executive  officer of the Registrant.  The Registrant's  Bylaws authorize the
Board of Directors of the Registrant, at any time, to approve indemnification of
any other  person  which the  Registrant  has the power to  indemnify  under the
Nevada Act.

The  Registrant  also has  entered  into  agreements  with  each of its  current
directors and executive  officers pursuant to which it is obligated to indemnify
those persons to the fullest extent authorized by law and to advance payments to
cover defense costs against an unsecured obligation to repay such advances if it
is  ultimately  determined  that the recipient of the advance is not entitled to
indemnification.   Under  the  terms  of  the  indemnification  agreements,  the
Registrant is not required to indemnify a director or officer if the indemnified
loss results from any of the following:  (a) a violation of Section 16(b) of the
Exchange Act; (b) any claims initiated or brought voluntarily by the director or
officer,  except for claims made by way of defense; (c) any claim brought by the
director or officer to enforce or interpret the indemnification  agreement, if a
court of competent jurisdiction  determines that each of the material assertions
made by the director or officer  were not made in good faith or were  frivolous;
and (d) any amounts  which have been paid directly to the director or officer by
an  insurance  carrier  under a policy of  officers'  and  directors'  liability
insurance maintained by the Registrant.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933, as amended (the "Securities Act") may be permitted to directors, officers,
or persons controlling the Registrant pursuant to the foregoing provisions,  the
Registrant  has  been  informed  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      Exhibit
--------------      -------
   *4.1             The Wade Cook Financial Corporation 1997 Stock Incentive
                      Plan
    5.1             Opinion of Kummer, Kempfer, Bonner & Renshaw
   23.1             Consent of Miller & Company
   23.2             Consent of Kummer, Kempfer, Bonner & Renshaw (Included in
                      Exhibit 5.1)
   24.1             Power of Attorney (See page II-5 of this registration
                      statement)
------------------------------------

*    Previously  filed as Exhibit 10.1 to the  registrant's  quarterly report on
     Form 10-Q for the period ending  September 30, 1998,  filed on November 16,
     1998.




                                      II-2
<PAGE>


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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

               (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
registration statement is on Form S-3, Form S-8, or Form F-3 and 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 this 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.

          (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 Section 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  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 Securities  and Exchange  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 the  final
adjudication of such issue.





                                      II-3
<PAGE>


                                   Signatures

     The Registrant. 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 Tukwila, State of Washington,  on this 10th day
of September, 1999.

                                   WADE COOK FINANCIAL CORPORATION


                                   By: /s/ Wade B. Cook
                                       -----------------------------------------
                                       Wade B. Cook, President







                                      II-4
<PAGE>




                                Power of Attorney

     Each person whose  signature  appears below  constitutes  and appoints Wade
Cook and Richard Smith, or any of them, his attorney-in-fact,  with the power of
substitution, for them in any and all capacities, to sign any amendments to this
registration  statement,  and to file the same, with exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all that  said  attorneys-in-fact,  or their
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.


Signature                     Title                               Date
---------                     -----                               ----

/s/ Wade B. Cook
--------------------------
Wade B. Cook                  Chairman, President, Chief      September 10, 1999
                              Executive Officer, Director
                              (Principal Executive Officer)

/s/ Richard Smith
--------------------------
Richard Smith                 Chief Financial Officer,        September 10, 1999
                              Treasurer, Assistant Secretary
                             (Principal Financial Officer and
                              Accounting Officer)


--------------------------
Laura M. Cook                 Secretary, Director             September 10, 1999


/s/ Robert T. Hondel
--------------------------
Robert T. Hondel              Director                        September 10, 1999


/s/ Joel Black
--------------------------
Joel Black                    Director                        September 10, 1999



--------------------------
Nicholas Dettman              Director                        September 10, 1999


/s/ Robin Anderson
--------------------------
Robin Anderson                Director                        September 10, 1999


/s/ Angela Pirtle
--------------------------
Angela Pirtle                 Director                        September 10, 1999


/s/ Janice Leysath
--------------------------
Janice Leysath                Director                        September 10, 1999




                                      II-5
<PAGE>


/s/ Greg Maxwell
--------------------------
Greg Maxwell                  Director                        September 10, 1999


/s/ John Lang
--------------------------
John Lang                     Director                        September 10, 1999


/s/ Dan Wagner
--------------------------
Dan Wagner                    Director                        September 10, 1999





                                      II-6
<PAGE>




                                  Exhibit Index


Exhibit Number      Exhibit                                          Page
--------------      -------                                          ----

   *4.1             The Wade Cook Financial Corporation 1997 Stock
                      Incentive Plan

    5.1             Opinion of Kummer, Kempfer, Bonner & Renshaw

   23.1             Consent of Miller & Company

   23.2             Consent of Kummer, Kempfer, Bonner & Reshaw (Included in
                      Exhibit 5.1)

   24.1             Power of Attorney (See page II-5 of this registration
                      statement)

----------------------------
*    Previously  filed as Exhibit 10.1 to the  registrant's  quarterly report on
     Form 10-Q for the period ending  September 30, 1998,  filed on November 16,
     1998.











                                      II-7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20523}]
{"company-data": {"conformed-name": "WADE COOK FINANCIAL CORP", "cik": "0000894417", "assigned-sic": "8200", "irs-number": "911772094", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87093", "film-number": "99711418"}, "business-address": {"street1": "14675 INTERURBAN AVE S", "city": "SEATTLE", "state": "WA", "zip": "98168", "phone": "2069013000"}, "mail-address": {"street1": "14675 INTERURBAN AVENUE SOUTH", "city": "SEATTLE", "state": "WA", "zip": "98168-4664"}}
As filed with the Securities and Exchange
Commission on September 8, 1998                            Registration No. 333-
================================================================================
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         WADE COOK FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its charter)

          Nevada                                        91-1772094
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                           14675 Interurban Avenue S.,
                         Seattle, Washington 99168-4664
                    ----------------------------------------
                    (Address of Principal Executive Offices)

            Wade Cook Financial Corporation 1997 Stock Incentive Plan
            ---------------------------------------------------------
                            (Full title of the plan)

                         Acorn Corporate Services, Inc.
                        3885 S. Decatur Blvd., Suite 2010
                             Las Vegas, Nevada 89103
                     ----------------------------------------
                     (Name and address of agent for service)

                                 (702) 796-6060
           ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

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

Title of Securities            Amount to         Proposed Maximum Offering         Proposed Maximum             Amount of
to be Registered(1)          be Registered          Price Per Share (2)        Aggregate Offering Price     Registration Fee(2)
 -----------------------------------------------------------------------------------------------------------------------------------
Common Stock               5,000,000 shares             $0.385                     $1,923,000                  $535.00
 -----------------------------------------------------------------------------------------------------------------------------------
(1)  Common Stock,  par value $0.001 per share,  offered by the Company pursuant
     to the Plan described herein.
(2)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance  with rule 457(c) and (h) based on the average bid
     and ask prices for the Registrant's  common shares on September 7, 1999, as
     quoted on the OTC Bulletin Board, which was $0.385 per share.

--------------------------------------------------------------------------------
================================================================================
This registration statement on Form S-8 registers Common Stock, par value $0.001
per share, of Wade Cook Financial  Corporation  (the  "Registrant") to be issued
pursuant to the  exercise of options or shares  granted  under the  Registrant's
1997 Stock Incentive Plan.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a) The  Registrant's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
for the fiscal year ended  December 31, 1998 filed on March 31, 1999 and amended
on April 30, 1999.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
incorporated by reference herein pursuant to (a) above.

     (c)  The  description  of  the  Registrant's  securities  contained  in the
Registrant's  registration  statement on Form 10/A filed with the Securities and
Exchange  Commission on April 24, 1998,  including any amendment or report filed
for the purpose of updating such description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  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  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable

Item 5.  Interests of Named Experts and Counsel.

None

Item 6.  Indemnification of Directors and Officers.

The  Nevada  General  Corporation  Law  (the  "Nevada  Act")  authorizes  Nevada
corporations  to  indemnify  any person who was or is a party to any  proceeding
(other than an action by, or in the right of, the corporation), by reason of the
fact that he or she 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 other entity,
against  liability  incurred in connection with such  proceeding,  including any
appeal  thereof,  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
reasonable  cause to believe his or her conduct was unlawful.  In the case of an
action by or on behalf of a corporation,  indemnification may not be made if the
person seeking  indemnification  is adjudged  liable,  unless the court in which
such action was brought determines such person is fairly and reasonably entitled
to  indemnification.  The  indemnification  provisions of the Nevada Act require
indemnification  if a director or officer has been  successful  on the merits or
otherwise in defense of any action, suit, or proceeding to which he or she was a
party by reason of the fact that he or she is or was a  director  or  officer of
the  corporation.  The  indemnification  authorized  under  Nevada  law  is  not
exclusive  and is in  addition  to any other  rights  granted  to  officers  and
directors under the Articles of  Incorporation or Bylaws of a corporation or any
agreement  between  officers and directors and a corporation.  A corporation may
purchase and maintain  insurance or furnish similar  protection on behalf of any
officer or  director  against  any  liability  asserted  against  the officer or
director  and incurred by the officer or director in such  capacity,  or arising
out of the status,  as an officer or  director,  whether or not the  corporation
would have the power to indemnify  him or her against such  liability  under the
Nevada Act.

                                      II-1
The Registrant's  Articles of Incorporation  require the Registrant to indemnify
and hold harmless, to the fullest extent permitted under the Nevada Act, any and
all persons whom it shall have power to indemnify  under the Nevada Act from and
against any and all liabilities  (including  expenses) in which such persons may
be involved or with which such persons may be threatened,  or from other matters
referred to in or covered by the Nevada  Act.  Such  indemnification  applies to
liabilities  arising  out of  actions in such  persons'  official  capacity  and
actions in another  capacity while holding such office.  The  requirement of the
Registrant to indemnify such persons  continues  until such person has ceased to
be a director or officer of the Registrant.

The  Registrant's  Bylaws  provide  for the  indemnification  of  directors  and
executive  officers of the  Registrant  to the maximum  extent  permitted by the
Nevada Act and for the payment of judgments,  penalties,  fines, settlements and
reasonable expenses (including attorneys' fees) actually and reasonably incurred
in  connection  with the defense of a proceeding  that the director or executive
officer was a party to by reason of the fact that he or she is or was a director
or executive  officer of the Registrant.  The Registrant's  Bylaws authorize the
Board of Directors of the Registrant, at any time, to approve indemnification of
any other  person  which the  Registrant  has the power to  indemnify  under the
Nevada Act.

The  Registrant  also has  entered  into  agreements  with  each of its  current
directors and executive  officers pursuant to which it is obligated to indemnify
those persons to the fullest extent authorized by law and to advance payments to
cover defense costs against an unsecured obligation to repay such advances if it
is  ultimately  determined  that the recipient of the advance is not entitled to
indemnification.   Under  the  terms  of  the  indemnification  agreements,  the
Registrant is not required to indemnify a director or officer if the indemnified
loss results from any of the following:  (a) a violation of Section 16(b) of the
Exchange Act; (b) any claims initiated or brought voluntarily by the director or
officer,  except for claims made by way of defense; (c) any claim brought by the
director or officer to enforce or interpret the indemnification  agreement, if a
court of competent jurisdiction  determines that each of the material assertions
made by the director or officer  were not made in good faith or were  frivolous;
and (d) any amounts  which have been paid directly to the director or officer by
an  insurance  carrier  under a policy of  officers'  and  directors'  liability
insurance maintained by the Registrant.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933, as amended (the "Securities Act") may be permitted to directors, officers,
or persons controlling the Registrant pursuant to the foregoing provisions,  the
Registrant  has  been  informed  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      Exhibit
--------------      -------
   *4.1             The Wade Cook Financial Corporation 1997 Stock Incentive
                      Plan
    5.1             Opinion of Kummer, Kempfer, Bonner & Renshaw
   23.1             Consent of Miller & Company
   23.2             Consent of Kummer, Kempfer, Bonner & Renshaw (Included in
                      Exhibit 5.1)
   24.1             Power of Attorney (See page II-5 of this registration
                      statement)
------------------------------------

*    Previously  filed as Exhibit 10.1 to the  registrant's  quarterly report on
     Form 10-Q for the period ending  September 30, 1998,  filed on November 16,
     1998.

                                      II-2
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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

               (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
registration statement is on Form S-3, Form S-8, or Form F-3 and 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 this 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.

          (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 Section 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  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 Securities  and Exchange  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 the  final
adjudication of such issue.

                                      II-3
Signatures

     The Registrant. 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 Tukwila, State of Washington,  on this 10th day
of September, 1999.

                                   WADE COOK FINANCIAL CORPORATION

                                   By: /s/ Wade B. Cook
                                       -----------------------------------------
                                       Wade B. Cook, President

                                      II-4
Power of Attorney

     Each person whose  signature  appears below  constitutes  and appoints Wade
Cook and Richard Smith, or any of them, his attorney-in-fact,  with the power of
substitution, for them in any and all capacities, to sign any amendments to this
registration  statement,  and to file the same, with exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all that  said  attorneys-in-fact,  or their
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.

Signature                     Title                               Date
---------                     -----                               ----

/s/ Wade B. Cook
--------------------------
Wade B. Cook                  Chairman, President, Chief      September 10, 1999
                              Executive Officer, Director
                              (Principal Executive Officer)

/s/ Richard Smith
--------------------------
Richard Smith                 Chief Financial Officer,        September 10, 1999
                              Treasurer, Assistant Secretary
                             (Principal Financial Officer and
                              Accounting Officer)

--------------------------
Laura M. Cook                 Secretary, Director             September 10, 1999

/s/ Robert T. Hondel
--------------------------
Robert T. Hondel              Director                        September 10, 1999

/s/ Joel Black
--------------------------
Joel Black                    Director                        September 10, 1999

--------------------------
Nicholas Dettman              Director                        September 10, 1999

/s/ Robin Anderson
--------------------------
Robin Anderson                Director                        September 10, 1999

/s/ Angela Pirtle
--------------------------
Angela Pirtle                 Director                        September 10, 1999

/s/ Janice Leysath
--------------------------
Janice Leysath                Director                        September 10, 1999

                                      II-5
/s/ Greg Maxwell
--------------------------
Greg Maxwell                  Director                        September 10, 1999

/s/ John Lang
--------------------------
John Lang                     Director                        September 10, 1999

/s/ Dan Wagner
--------------------------
Dan Wagner                    Director                        September 10, 1999

                                      II-6
Exhibit Index

Exhibit Number      Exhibit                                          Page
--------------      -------                                          ----

   *4.1             The Wade Cook Financial Corporation 1997 Stock
                      Incentive Plan

    5.1             Opinion of Kummer, Kempfer, Bonner & Renshaw

   23.1             Consent of Miller & Company

   23.2             Consent of Kummer, Kempfer, Bonner & Reshaw (Included in
                      Exhibit 5.1)

   24.1             Power of Attorney (See page II-5 of this registration
                      statement)

----------------------------
*    Previously  filed as Exhibit 10.1 to the  registrant's  quarterly report on
     Form 10-Q for the period ending  September 30, 1998,  filed on November 16,
     1998.

                                      II-7