<PAGE>

                                                Registration No. 333-         
                                                                     -----------
                                           
         As filed with the Securities and Exchange Commission on June 10, 1997
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                                           
                                ARCADIA 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)
                              --------------------
                                                                
                  Non-Statutory Stock Option Agreements between
           Arcadia Financial Ltd. (formerly Olympic Financial Ltd.) and
                 Each of Richard A. Greenawalt and Warren Kantor
                            (Full title of the plan)
                              --------------------
                         
                             Richard A. Greenawalt
                             Arcadia Financial Ltd.
                          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
                           Minneapolis, Minnesota  55402
                              --------------------
                                           
                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

 Title of                     Proposed maximum  Proposed maximum
securities     Amount to be    offering price      aggregate       Amount of
  to be         registered      per share(1)     offering price   registration
registered                                                            fee
--------------------------------------------------------------------------------

Common stock,
$.01 par value   1,395,160        $14.87         $20,746,029.20     $6,286.68
Common stock,
$.01 par value     200,000        $17.375        $ 3,475,000        $1,053.03

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<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 for the fiscal
    year ended December 31, 1996;

         (b)  The Registrant's Quarterly Report on Form 10-Q for the
    quarter ended March 31, 1997;

         (c)  The Registrant's Current Reports on Form 8-K dated March 18,
    1997, March 12, 1997, March 11, 1997, March 10, 1997, March 7, 1997
    and January 14, 1997; 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 Exchange Act 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.

    Section 302A.521 of the Minnesota Statutes provides that a corporation
shall indemnify any person made or threatened to be made a party to a proceeding
by reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan for the same judgments, penalties or
fines; (2) acted in good faith; (3) received no improper personal benefit and
Section 302A.255 (with respect to director conflicts of interest), if
applicable, has been satisfied; (4) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and (5) in the case of
acts or omissions in such person's official capacity for the corporation,
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions in such person's official
capacity for other affiliated organizations, reasonably believed that the
conduct was not opposed to the best interests of the corporation.  Section
302A.521 also requires payment by a corporation, upon written request, of
reasonable expenses in advance of final disposition of the proceeding in certain
instances.  A decision as to required indemnification is made by a disinterested
majority of the Board of Directors present at a meeting at which a disinterested
quorum is present, or by a designated committee of the Board, by special legal
counsel, by the shareholders or by a court.
    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 Section 302A.521.


                                         II-1

<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

    EXHIBIT
    NUMBER         DESCRIPTION
    ------         -----------

    4.1            Non-Statutory Stock Option Agreement dated March 14, 
                   1997, between the Registrant and Richard A. Greenawalt
                   (filed herewith)

    4.2            Non-Statutory Stock Option Agreement dated August 26, 
                   1996, between the Registrant and Warren Kantor
                   (incorporated by reference to Exhibit 10.95 to the
                   Registrant's Annual Report on Form 10-K for the year ended 
                   December 31, 1996)

    4.3            Non-Statutory Stock Option Agreement dated December 18, 
                   1996, between the Registrant and Warren Kantor
                   (incorporated by reference to Exhibit 10.96 to the
                   Registrant's Annual Report on Form 10-K for the year ended 
                   December 31, 1996)
    
    4.4            Non-Statutory Stock Option Agreement dated January 29, 
                   1997, between the Registrant and Warren Kantor
                   (incorporated by reference to Exhibit 10.97 to the
                   Registrant's Annual Report on Form 10-K for the year ended 
                   December 31, 1996)

    5.1            Opinion of Dorsey & Whitney LLP (filed herewith)

    23.1           Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
    
    23.2           Consent of Ernst & Young LLP (filed herewith)

    24.1           Power of Attorney (included on signature page)


ITEM 9.  UNDERTAKINGS.

    The undersigned Registrant hereby undertakes as follows:

    (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 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.  Notwithstanding the foregoing, any increase or
                   decrease in volume of securities offered (if the total
                   dollar value of securities would not exceed that which was
                   registered) and any deviation from the low or high end of
                   the estimated maximum offering range may be reflected in the
                   form of prospectus filed with the Securities and Exchange
                   Commission pursuant to Rule 424(b) if, in the aggregate, the
                   changes in volume and price represent no more than a 20%
                   change in the 


                                         II-2

<PAGE>

                   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) above will 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.

    (2)  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.

    (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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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
of 1933 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
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 other
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 9th day of June, 1997.

                   
                                       ARCADIA FINANCIAL LTD.

                                       By   /s/Richard A. Greenawalt 
                                            -------------------------
                                       Richard A. Greenawalt
                                       Chief Executive Officer and President

                                  POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard A. Greenawalt 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/Richard A. Greenawalt       Chief Executive Officer,         June 9, 1997
------------------------------      President and Director
    Richard A. Greenawalt        (Principal Executive Officer)

    /s/John A. Witham           Executive Vice President and        June 9, 1997
------------------------------    Chief Financial Officer  
    John A. Witham              (Principal Financial Officer)

    /s/Brian S. Anderson        Senior Vice President, Corporate    June 9, 1997
------------------------------ Controller and Assistant Secretary
    Brian S. Anderson            (Principal Accounting Officer)

    /s/Scott H. Anderson                Director                    June 9, 1997
------------------------------
    Scott H. Anderson

    /s/A. Mark Berlin, Jr.              Director                    June 9, 1997
------------------------------
    A. Mark Berlin, Jr.

    /s/Lawrence H. Bistodeau            Director                    June 9, 1997
------------------------------
    Lawrence H. Bistodeau

    /s/Robert J. Cresci                 Director                    June 9, 1997
------------------------------
    Robert J. Cresci

    /s/James L. Davis                   Director                    June 9, 1997
------------------------------
    James L. Davis

    /s/Warren Kantor                    Director                    June 9, 1997
------------------------------
    Warren Kantor

    /s/Robert A. Marshall               Director                    June 9, 1997
------------------------------
    Robert A. Marshall

    /s/Frederick W. Zuckerman           Director                    June 9, 1997
------------------------------
    Frederick W. Zuckerman


                                         II-4

<PAGE>

                                   EXHIBIT INDEX TO
                                       FORM S-8
                                           
                                ARCADIA FINANCIAL LTD.
                                           

    EXHIBIT
    NUMBER    DESCRIPTION
    ------    -----------        

    4.1       Non-Statutory Stock Option Agreement dated March 14,1997, between
              the Registrant and Richard A. Greenawalt (filed herewith)

    4.2       Non-Statutory Stock Option Agreement dated August 26, 1996,
              between the Registrant and Warren Kantor (incorporated by
              reference to Exhibit 10.95 to the Registrant's Annual Report on
              Form 10-K for the year ended December 31, 1996)

    4.3       Non-Statutory Stock Option Agreement dated December 18, 1996,
              between the Registrant and Warren Kantor (incorporated by
              reference to Exhibit 10.96 to the Registrant's Annual Report on
              Form 10-K for the year ended December 31, 1996)
    
    4.4       Non-Statutory Stock Option Agreement dated January 29, 1997,
              between the Registrant and Warren Kantor (incorporated by
              reference to Exhibit 10.97 to the Registrant's Annual Report on
              Form 10-K for the year ended December 31, 1996)

    5.1       Opinion of Dorsey & Whitney LLP (filed herewith)

    23.1      Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
    
    23.2      Consent of Ernst & Young LLP (filed herewith)

    24.1      Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19617}]
{"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": "333-28911", "film-number": "97622061"}, "business-address": {"street1": "7825 WASHINGTON AVE S", "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. 333-         
                                                                     -----------
                                           
         As filed with the Securities and Exchange Commission on June 10, 1997
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                                           
                                ARCADIA 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)
                              --------------------
                                                                
                  Non-Statutory Stock Option Agreements between
           Arcadia Financial Ltd. (formerly Olympic Financial Ltd.) and
                 Each of Richard A. Greenawalt and Warren Kantor
                            (Full title of the plan)
                              --------------------
                         
                             Richard A. Greenawalt
                             Arcadia Financial Ltd.
                          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
                           Minneapolis, Minnesota  55402
                              --------------------
                                           
                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

 Title of                     Proposed maximum  Proposed maximum
securities     Amount to be    offering price      aggregate       Amount of
  to be         registered      per share(1)     offering price   registration
registered                                                            fee
--------------------------------------------------------------------------------

Common stock,
$.01 par value   1,395,160        $14.87         $20,746,029.20     $6,286.68
Common stock,
$.01 par value     200,000        $17.375        $ 3,475,000        $1,053.03

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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 for the fiscal
    year ended December 31, 1996;

         (b)  The Registrant's Quarterly Report on Form 10-Q for the
    quarter ended March 31, 1997;

         (c)  The Registrant's Current Reports on Form 8-K dated March 18,
    1997, March 12, 1997, March 11, 1997, March 10, 1997, March 7, 1997
    and January 14, 1997; 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 Exchange Act 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.

    Section 302A.521 of the Minnesota Statutes provides that a corporation
shall indemnify any person made or threatened to be made a party to a proceeding
by reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan for the same judgments, penalties or
fines; (2) acted in good faith; (3) received no improper personal benefit and
Section 302A.255 (with respect to director conflicts of interest), if
applicable, has been satisfied; (4) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and (5) in the case of
acts or omissions in such person's official capacity for the corporation,
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions in such person's official
capacity for other affiliated organizations, reasonably believed that the
conduct was not opposed to the best interests of the corporation.  Section
302A.521 also requires payment by a corporation, upon written request, of
reasonable expenses in advance of final disposition of the proceeding in certain
instances.  A decision as to required indemnification is made by a disinterested
majority of the Board of Directors present at a meeting at which a disinterested
quorum is present, or by a designated committee of the Board, by special legal
counsel, by the shareholders or by a court.
    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 Section 302A.521.

                                         II-1
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

    EXHIBIT
    NUMBER         DESCRIPTION
    ------         -----------

    4.1            Non-Statutory Stock Option Agreement dated March 14, 
                   1997, between the Registrant and Richard A. Greenawalt
                   (filed herewith)

    4.2            Non-Statutory Stock Option Agreement dated August 26, 
                   1996, between the Registrant and Warren Kantor
                   (incorporated by reference to Exhibit 10.95 to the
                   Registrant's Annual Report on Form 10-K for the year ended 
                   December 31, 1996)

    4.3            Non-Statutory Stock Option Agreement dated December 18, 
                   1996, between the Registrant and Warren Kantor
                   (incorporated by reference to Exhibit 10.96 to the
                   Registrant's Annual Report on Form 10-K for the year ended 
                   December 31, 1996)
    
    4.4            Non-Statutory Stock Option Agreement dated January 29, 
                   1997, between the Registrant and Warren Kantor
                   (incorporated by reference to Exhibit 10.97 to the
                   Registrant's Annual Report on Form 10-K for the year ended 
                   December 31, 1996)

    5.1            Opinion of Dorsey & Whitney LLP (filed herewith)

    23.1           Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
    
    23.2           Consent of Ernst & Young LLP (filed herewith)

    24.1           Power of Attorney (included on signature page)

ITEM 9.  UNDERTAKINGS.

    The undersigned Registrant hereby undertakes as follows:

    (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 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.  Notwithstanding the foregoing, any increase or
                   decrease in volume of securities offered (if the total
                   dollar value of securities would not exceed that which was
                   registered) and any deviation from the low or high end of
                   the estimated maximum offering range may be reflected in the
                   form of prospectus filed with the Securities and Exchange
                   Commission pursuant to Rule 424(b) if, in the aggregate, the
                   changes in volume and price represent no more than a 20%
                   change in the 

                                         II-2
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) above will 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.

    (2)  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.

    (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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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
of 1933 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
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 other
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 9th day of June, 1997.

                   
                                       ARCADIA FINANCIAL LTD.

                                       By   /s/Richard A. Greenawalt 
                                            -------------------------
                                       Richard A. Greenawalt
                                       Chief Executive Officer and President

                                  POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard A. Greenawalt 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/Richard A. Greenawalt       Chief Executive Officer,         June 9, 1997
------------------------------      President and Director
    Richard A. Greenawalt        (Principal Executive Officer)

    /s/John A. Witham           Executive Vice President and        June 9, 1997
------------------------------    Chief Financial Officer  
    John A. Witham              (Principal Financial Officer)

    /s/Brian S. Anderson        Senior Vice President, Corporate    June 9, 1997
------------------------------ Controller and Assistant Secretary
    Brian S. Anderson            (Principal Accounting Officer)

    /s/Scott H. Anderson                Director                    June 9, 1997
------------------------------
    Scott H. Anderson

    /s/A. Mark Berlin, Jr.              Director                    June 9, 1997
------------------------------
    A. Mark Berlin, Jr.

    /s/Lawrence H. Bistodeau            Director                    June 9, 1997
------------------------------
    Lawrence H. Bistodeau

    /s/Robert J. Cresci                 Director                    June 9, 1997
------------------------------
    Robert J. Cresci

    /s/James L. Davis                   Director                    June 9, 1997
------------------------------
    James L. Davis

    /s/Warren Kantor                    Director                    June 9, 1997
------------------------------
    Warren Kantor

    /s/Robert A. Marshall               Director                    June 9, 1997
------------------------------
    Robert A. Marshall

    /s/Frederick W. Zuckerman           Director                    June 9, 1997
------------------------------
    Frederick W. Zuckerman

                                         II-4
EXHIBIT INDEX TO
                                       FORM S-8
                                           
                                ARCADIA FINANCIAL LTD.
                                           

    EXHIBIT
    NUMBER    DESCRIPTION
    ------    -----------        

    4.1       Non-Statutory Stock Option Agreement dated March 14,1997, between
              the Registrant and Richard A. Greenawalt (filed herewith)

    4.2       Non-Statutory Stock Option Agreement dated August 26, 1996,
              between the Registrant and Warren Kantor (incorporated by
              reference to Exhibit 10.95 to the Registrant's Annual Report on
              Form 10-K for the year ended December 31, 1996)

    4.3       Non-Statutory Stock Option Agreement dated December 18, 1996,
              between the Registrant and Warren Kantor (incorporated by
              reference to Exhibit 10.96 to the Registrant's Annual Report on
              Form 10-K for the year ended December 31, 1996)
    
    4.4       Non-Statutory Stock Option Agreement dated January 29, 1997,
              between the Registrant and Warren Kantor (incorporated by
              reference to Exhibit 10.97 to the Registrant's Annual Report on
              Form 10-K for the year ended December 31, 1996)

    5.1       Opinion of Dorsey & Whitney LLP (filed herewith)

    23.1      Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
    
    23.2      Consent of Ernst & Young LLP (filed herewith)

    24.1      Power of Attorney (included on signature page)