<PAGE>
 
   As filed with the Securities and Exchange Commission on November 10, 1998
                                                  Registration No. 333-

================================================================================

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

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

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

                         UNITED PANAM FINANCIAL CORP.
            (Exact name of registrant as specified in its charter)

              California                                         95-3211687
      (State or other jurisdiction                           (I.R.S. Employer
    of incorporation or organization)                       Identification No.)

         1300 South El Camino Real                                  94402
           San Mateo, California                                 (Zip code)
  (Address of principal executive offices)
  
                              -------------------

                      1997 EMPLOYEE STOCK INCENTIVE PLAN
                           (Full title of the plan)

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

                               LAWRENCE J. GRILL
                     President and Chief Executive Officer
                         United PanAm Financial Corp.
                           1300 South El Camino Real
                          San Mateo, California 94402
                    (Name and address of agent for service)

                                (650) 345-1800
         (Telephone number, including area code, of agent for service)

                                   Copy to:

                             PAUL H. IRVING, ESQ.
                        Manatt, Phelps & Phillips, LLP
                         11355 West Olympic Boulevard
                         Los Angeles, California 90064
                                (310) 312-4000

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
=================================================================================== 
                                         Proposed        Proposed
                         Amount          maximum         maximum        Amount of
 Title of securities     to be        offering price    aggregate     registration
  to be registered    registered (1)   per share (2)  offering price       fee
----------------------------------------------------------------------------------- 
<S>                   <C>             <C>             <C>             <C>
    Common Stock        2,287,500        $4.9375      $11,294,531.25      $3,140
=================================================================================== 
</TABLE>

(1)  This Registration Statement covers, in addition to the number of shares of
     Common Stock stated above, such indeterminate number of shares of Common
     Stock as may be issued upon exercise of options granted under the 1997
     Employee Stock Incentive Plan as a result of the adjustment provisions
     thereof.

(2)  Estimated solely for purposes of calculating the amount of the registration
     fee pursuant to Rule 457 based upon the average of the high and low prices
     of the Common Stock as reported on The Nasdaq National Market on November
     4, 1998.

================================================================================

<PAGE>
 
                                    PART I
                                    
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

               The following documents listed under this Part I and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "Securities Act"), and are
incorporated herein by reference.

Item 1.   Plan Information.
          ---------------- 

          a.   Prospectus for the 1997 Employee Stock Incentive Plan

          b.   1997 Employee Stock Incentive Plan

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

               The written statement required to be provided to participants
pursuant to this Item 2 is set forth in the Prospectus referred to in Item 1
above.

                                      I-1
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          United PanAm Financial Corp. (the "Registrant") hereby files this
Registration Statement on Form S-8 with the Securities and Exchange Commission
(the "Commission") to register 2,287,500 shares (the "Shares") of the
Registrant's Common Stock for issuance pursuant to the Registrant's 1997
Employee Stock Incentive Plan (the "Plan"), and such indeterminate number of
shares as may become available under the Plan as a result of the adjustment
provisions thereof.

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

          The following documents previously filed by the Registrant with the
Commission are incorporated in this Registration Statement by reference:
 
          (a)  The Registrant's Prospectus dated April 23, 1998, filed with the
          Commission pursuant to Rule 424(b), which contains audited financial
          statements for the fiscal year ended December 31, 1997;

          (b)  All other reports filed by the Registrant pursuant to Sections
          13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), since the end of the fiscal year ended December 31,
          1997; and

          (c)  The description of the Common Stock of the Registrant contained
          in the Registrant's Registration Statement on Form 8-A, as declared
          effective by the Commission on April 23, 1998, including any amendment
          or report filed for the purpose of updating such information.

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

          Any statement made in a document incorporated or deemed to be
incorporated by reference herein 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 document which is also
incorporated or deemed to be incorporated by reference herein 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.
          ------------------------- 

          Not applicable.

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

          Not applicable.

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

          Section 204 of the General Corporation Law of the State of California
(the "California Law") permits the limitation of the personal liability of a
director for monetary damages in an action brought by or in the right of the
corporation for breach of a director's duties to the corporation and its
shareholders under certain conditions and subject to certain limitations.

                                      II-1
<PAGE>
 
          Section 317 of the California Law (i) permits indemnification of
directors, officers, employees and other agents of the corporation under certain
conditions and subject to certain limitations and (ii) provides that the
corporation has the power to purchase and maintain insurance on behalf of its
directors, officers, employees and other agents against any liability asserted
against or incurred by them in such capacity or arising out of their status as
such.

          Article Seven of the Articles of Incorporation of the Registrant
provides as follows:

          SEVEN:  The liability of the directors of this corporation
          -----
          for monetary damages shall be eliminated to the fullest
          extent permissible under California law. This corporation
          is authorized to provide indemnification of agents (as
          defined in Section 317 of the California Law) through
          bylaw provisions, agreements with agents, vote of
          shareholders or disinterested directors or otherwise, in
          excess of the indemnification otherwise permitted by
          Section 317 of the California Law, subject only to the
          applicable limits set forth in Section 204 of the
          California Law with respect to actions for breach of duty
          to the corporation and its shareholders. This corporation
          is authorized to purchase and maintain insurance on behalf
          of its agents against any liability asserted against or
          incurred by the agent in such capacity or arising out of
          the agent's status as such from a company, the shares of
          which are owned in whole or in part by this corporation,
          provided that any policy issued by such company is limited
          to the extent required by applicable law. Any repeal or
          modification of the foregoing provisions of this Article
          SEVEN by the shareholders of this corporation shall not
          adversely affect any right or protection of an agent of
          this corporation existing at the time of that repeal or
          modification.

          Section 3.16 of the Bylaws of the Registrant provides as follows:

          Section 3.16   Indemnification of Directors, Officers, Employees, and
                         ------------------------------------------------------
Other Agents.
------------ 

          (a)     The corporation shall, to the maximum extent and
          in the manner permitted by the California Corporations
          Code ("Code"), indemnify each of its directors against
          expenses (as defined in Section 317(a) of the Code),
          judgments, fines, settlements, and other amounts actually
          and reasonably incurred in connection with any proceeding
          (as defined in Section 317(a) of the Code), arising by
          reason of the fact that such person is or was an agent of
          the corporation. For purposes of this Section 3.16, a
          "director" of the corporation includes any person (i) who
          is or was a director of the corporation, (ii) who is or
          was serving at the request of the corporation as a
          director of another corporation, partnership, joint
          venture, trust or other enterprise, or (iii) who was a
          director of a corporation which was a predecessor
          corporation of the corporation or of another enterprise at
          the request of such predecessor corporation.

          (b)     The corporation shall have the power, to the
          extent and in the manner permitted by the Code, to
          indemnify each of its officers, employees and agents
          against expenses (as defined in Section 317(a) of the
          Code), judgments, fines, settlements, and other amounts
          actually and reasonably incurred in connection with any
          proceeding (as defined in Section 317(a) of the Code),
          arising by reason of the fact that such person is or was
          an officer, employee or agent of the corporation. For
          purposes of this Section 3.16, an "officer," "employee" or
          "agent" of the corporation includes any person (i) who is
          or was an officer, employee or agent of the corporation,
          (ii) who is or was serving at the request of the
          corporation as an officer, employee or agent of another
          corporation, partnership, joint venture, trust or other
          enterprise, or (iii) who was an officer, employee or agent
          of the corporation
                            
                               II-2
<PAGE>
 
          which was a predecessor corporation of the corporation or
          of another enterprise at the request of such predecessor
          corporation.

          (c)  Expenses incurred in defending any civil or criminal
          action or proceeding for which indemnification is required
          pursuant to Section 3.16(a) shall be paid by the
          corporation in advance of the final disposition of such
          action or proceeding upon receipt of an undertaking by or
          on behalf of the indemnified party to repay such amount if
          it shall ultimately be determined that the indemnified
          party is not entitled to be indemnified as authorized in
          this Section 3.16. Expenses incurred in defending any
          civil or criminal action or proceeding for which
          indemnification is permitted pursuant to Section 3.16(b)
          may be paid by the corporation in advance of the final
          disposition of such action or proceeding upon receipt of
          an undertaking by or on behalf of the indemnified party to
          repay such amount if it shall ultimately be determined
          that the indemnified party is not entitled to be
          indemnified as authorized in this Section 3.1 6.

          (d)  The indemnification provided by this Section 3.16
          shall not be deemed exclusive of any other rights to which
          those seeking indemnification may be entitled under any
          bylaw, agreement, vote of shareholders or disinterested
          directors or otherwise, both as to action in an official
          capacity and as to action in another capacity while
          holding such office, to the extent that such additional
          rights to indemnification are authorized in the Articles
          of Incorporation.

          (e)  The corporation shall have the power to purchase and
          maintain insurance on behalf of any person who is or was
          an agent of the corporation against any liability asserted
          against or incurred by such person in such capacity or
          arising out of such person's status as such, whether or
          not the corporation would have the power to indemnify him
          against such liability under the provisions of this
          Section 3.16.

          (f)  No indemnification or advance shall be made under
          this Section 3.16, except where such indemnification or
          advance is mandated by law or the order, judgment or
          decree of any court of competent jurisdiction, in any
          circumstance where it appears:

               (1)  That it would be inconsistent with a provision
          of the Articles of Incorporation, these Bylaws, a
          resolution of the shareholders or an agreement in effect
          at the time of the accrual of the alleged cause of action
          asserted in the proceeding in which the expenses were
          incurred or other amounts were paid, which prohibits or
          otherwise limits indemnification; or

               (2)  That it would be inconsistent with any condition
          expressly imposed by a court in approving a settlement.

          The Registrant has entered into indemnification agreements with
certain of its directors and executive officers which require the Registrant to
indemnify such persons to the fullest extent permitted by applicable law.

          The Registrant maintains an insurance policy pursuant to which the
directors and officers of the Registrant are insured, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of their being or
having been such directors and officers.

                                     II-3
<PAGE>
 
Item 7.   Exemption from Registration Claimed.
          ----------------------------------- 

          Not applicable.

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

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

     3.1(1)    Articles of Incorporation of the Registrant.
     3.2(1)    Bylaws of the Registrant.
     5.1       Opinion of Manatt, Phelps & Phillips, LLP.
    23.1       Consent of Manatt, Phelps & Phillip, LLP (see Exhibit 5.1).
    23.2       Consent of Independent Auditors (KPMG Peat Marwick LLP).
    24.1       Power of Attorney (See page II-6).
    99.1(2)    1997 Employee Stock Incentive Plan.

_________________________
 
(1)  Filed as an exhibit to Amendment No. 4 to the Registration Statement on
     Form S-1 filed with the Commission on April 23, 1998 (File No. 333-39941),
     and incorporated herein by reference.

(2)  Filed as an exhibit to the Registrant's Registration Statement on Form S-1
     filed with the Commission on November 12, 1997 (File No. 333-39941), and
     incorporated herein by reference.

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 of 1933;

                    (ii)  To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

                    (iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this Registration Statement is on Form S-3 or Form S-8, and 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 this 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.

                                      II-4
<PAGE>
 
               (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
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 this
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 or 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
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.

          (d)  The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the Prospectus, to each person to whom the Prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver, or
cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.

                                      II-5
<PAGE>
 
                                  SIGNATURES

          Pursuant to the requirements of the Securities Act, 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 San Mateo, State of California, on this 30th day of
October, 1998.

                         UNITED PANAM FINANCIAL CORP.


                         By     /s/ Lawrence J. Grill
                            ----------------------------------------------------
                               Lawrence J. Grill, President and Chief Executive
                                   Officer

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Lawrence J. Grill and Carol Bucci
his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Commission, granting unto each said attorney-in-fact and
agent with full power and authority to do and perform each and every act and
thing requisite and 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 each said attorney-in-fact and agent, or his substitute, may
lawfully 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 dates indicated.

<TABLE>
<CAPTION>
 
     Signature                              Title                                          Date
     ---------                              -----                                          ----            
<S>                                <C>                                               <C>
/s/ Guillermo Bron                 Chairman of the Board                             October 30, 1998
---------------------------
    Guillermo Bron

/s/ Lawrence J. Grill              President, Chief Executive Officer, Secretary     October 30, 1998   
---------------------------        
    Lawrence J. Grill              and Director (Principal Executive Officer)                        
                                                                                                     
/s/ Carol Bucci                    Senior Vice President, Treasurer and Chief        October 30, 1998   
---------------------------        
    Carol Bucci                    Financial Officer (Principal Financial and                          
                                   Accounting Officer)                                                
                                                                                                     
/s/ Stephen W. Haley               Senior Vice President - Compliance and Risk       October 30, 1998   
---------------------------        
    Stephen W. Haley               Management        

/s/ John T. French                 Director                                          October 30, 1998   
---------------------------                                                                          
    John T. French                                                                                     

/s/ Edmund M. Kaufman              Director                                          October 30, 1998   
---------------------------                                                                          
    Edmund M. Kaufman                                                                                 

/s/ Daniel L. Villanueva           Director                                          October 30, 1998   
---------------------------                                                                          
    Daniel L. Villanueva                                                                              

/s/ Luis Maizel                    Director                                          October 30, 1998    
---------------------------
    Luis Maizel
</TABLE>

                                      II-6
<PAGE>
 
                                 EXHIBIT INDEX

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

     3.1(1)    Articles of Incorporation of the Registrant.
     3.2(1)    Bylaws of the Registrant.
     5.1       Opinion of Manatt, Phelps & Phillips, LLP
    23.1       Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1).
    23.2       Consent of Independent Auditors (KPMG Peat Marwick LLP).
    24.1       Power of Attorney (See page II-6).
    99.1(2)    1997 Employee Stock Incentive Plan.

_________________________

(1)  Filed as an exhibit to Amendment No. 4 to the Registration Statement on
     Form S-1 filed with the Commission on April 23, 1998 (File No. 333-39941),
     and incorporated herein by reference.

(2)  Filed as an exhibit to the Registrant's Registration Statement on Form S-1
     filed with the Commission on November 12, 1997 (File No. 333-39941), and
     incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27795}]
{"company-data": {"conformed-name": "UNITED PANAM FINANCIAL CORP", "cik": "0001049231", "assigned-sic": "6162", "irs-number": "953211687", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67049", "film-number": "98742999"}, "business-address": {"street1": "1300 SOUTH EL CAMINO REAL", "city": "SAN MATEO", "state": "CA", "zip": "94402", "phone": "6503451800"}, "mail-address": {"street1": "1300 SOUTH EL CAMINO REAL", "city": "SAN MATEO", "state": "CA", "zip": "94402"}}
As filed with the Securities and Exchange Commission on November 10, 1998
                                                  Registration No. 333-

================================================================================

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

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

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

                         UNITED PANAM FINANCIAL CORP.
            (Exact name of registrant as specified in its charter)

              California                                         95-3211687
      (State or other jurisdiction                           (I.R.S. Employer
    of incorporation or organization)                       Identification No.)

         1300 South El Camino Real                                  94402
           San Mateo, California                                 (Zip code)
  (Address of principal executive offices)
  
                              -------------------

                      1997 EMPLOYEE STOCK INCENTIVE PLAN
                           (Full title of the plan)

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

                               LAWRENCE J. GRILL
                     President and Chief Executive Officer
                         United PanAm Financial Corp.
                           1300 South El Camino Real
                          San Mateo, California 94402
                    (Name and address of agent for service)

                                (650) 345-1800
         (Telephone number, including area code, of agent for service)

                                   Copy to:

                             PAUL H. IRVING, ESQ.
                        Manatt, Phelps & Phillips, LLP
                         11355 West Olympic Boulevard
                         Los Angeles, California 90064
                                (310) 312-4000
CALCULATION OF REGISTRATION FEE
=================================================================================== 
                                         Proposed        Proposed
                         Amount          maximum         maximum        Amount of
 Title of securities     to be        offering price    aggregate     registration
  to be registered    registered (1)   per share (2)  offering price       fee
-----------------------------------------------------------------------------------
Common Stock        2,287,500        $4.9375      $11,294,531.25      $3,140
===================================================================================
(1)  This Registration Statement covers, in addition to the number of shares of
     Common Stock stated above, such indeterminate number of shares of Common
     Stock as may be issued upon exercise of options granted under the 1997
     Employee Stock Incentive Plan as a result of the adjustment provisions
     thereof.

(2)  Estimated solely for purposes of calculating the amount of the registration
     fee pursuant to Rule 457 based upon the average of the high and low prices
     of the Common Stock as reported on The Nasdaq National Market on November
     4, 1998.

================================================================================
PART I
                                    
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

               The following documents listed under this Part I and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "Securities Act"), and are
incorporated herein by reference.

Item 1.   Plan Information.
          ---------------- 

          a.   Prospectus for the 1997 Employee Stock Incentive Plan

          b.   1997 Employee Stock Incentive Plan

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

               The written statement required to be provided to participants
pursuant to this Item 2 is set forth in the Prospectus referred to in Item 1
above.

                                      I-1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          United PanAm Financial Corp. (the "Registrant") hereby files this
Registration Statement on Form S-8 with the Securities and Exchange Commission
(the "Commission") to register 2,287,500 shares (the "Shares") of the
Registrant's Common Stock for issuance pursuant to the Registrant's 1997
Employee Stock Incentive Plan (the "Plan"), and such indeterminate number of
shares as may become available under the Plan as a result of the adjustment
provisions thereof.

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

          The following documents previously filed by the Registrant with the
Commission are incorporated in this Registration Statement by reference:
 
          (a)  The Registrant's Prospectus dated April 23, 1998, filed with the
          Commission pursuant to Rule 424(b), which contains audited financial
          statements for the fiscal year ended December 31, 1997;

          (b)  All other reports filed by the Registrant pursuant to Sections
          13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), since the end of the fiscal year ended December 31,
          1997; and

          (c)  The description of the Common Stock of the Registrant contained
          in the Registrant's Registration Statement on Form 8-A, as declared
          effective by the Commission on April 23, 1998, including any amendment
          or report filed for the purpose of updating such information.

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

          Any statement made in a document incorporated or deemed to be
incorporated by reference herein 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 document which is also
incorporated or deemed to be incorporated by reference herein 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.
          ------------------------- 

          Not applicable.

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

          Not applicable.

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

          Section 204 of the General Corporation Law of the State of California
(the "California Law") permits the limitation of the personal liability of a
director for monetary damages in an action brought by or in the right of the
corporation for breach of a director's duties to the corporation and its
shareholders under certain conditions and subject to certain limitations.

                                      II-1
Section 317 of the California Law (i) permits indemnification of
directors, officers, employees and other agents of the corporation under certain
conditions and subject to certain limitations and (ii) provides that the
corporation has the power to purchase and maintain insurance on behalf of its
directors, officers, employees and other agents against any liability asserted
against or incurred by them in such capacity or arising out of their status as
such.

          Article Seven of the Articles of Incorporation of the Registrant
provides as follows:

          SEVEN:  The liability of the directors of this corporation
          -----
          for monetary damages shall be eliminated to the fullest
          extent permissible under California law. This corporation
          is authorized to provide indemnification of agents (as
          defined in Section 317 of the California Law) through
          bylaw provisions, agreements with agents, vote of
          shareholders or disinterested directors or otherwise, in
          excess of the indemnification otherwise permitted by
          Section 317 of the California Law, subject only to the
          applicable limits set forth in Section 204 of the
          California Law with respect to actions for breach of duty
          to the corporation and its shareholders. This corporation
          is authorized to purchase and maintain insurance on behalf
          of its agents against any liability asserted against or
          incurred by the agent in such capacity or arising out of
          the agent's status as such from a company, the shares of
          which are owned in whole or in part by this corporation,
          provided that any policy issued by such company is limited
          to the extent required by applicable law. Any repeal or
          modification of the foregoing provisions of this Article
          SEVEN by the shareholders of this corporation shall not
          adversely affect any right or protection of an agent of
          this corporation existing at the time of that repeal or
          modification.

          Section 3.16 of the Bylaws of the Registrant provides as follows:

          Section 3.16   Indemnification of Directors, Officers, Employees, and
                         ------------------------------------------------------
Other Agents.
------------ 

          (a)     The corporation shall, to the maximum extent and
          in the manner permitted by the California Corporations
          Code ("Code"), indemnify each of its directors against
          expenses (as defined in Section 317(a) of the Code),
          judgments, fines, settlements, and other amounts actually
          and reasonably incurred in connection with any proceeding
          (as defined in Section 317(a) of the Code), arising by
          reason of the fact that such person is or was an agent of
          the corporation. For purposes of this Section 3.16, a
          "director" of the corporation includes any person (i) who
          is or was a director of the corporation, (ii) who is or
          was serving at the request of the corporation as a
          director of another corporation, partnership, joint
          venture, trust or other enterprise, or (iii) who was a
          director of a corporation which was a predecessor
          corporation of the corporation or of another enterprise at
          the request of such predecessor corporation.

          (b)     The corporation shall have the power, to the
          extent and in the manner permitted by the Code, to
          indemnify each of its officers, employees and agents
          against expenses (as defined in Section 317(a) of the
          Code), judgments, fines, settlements, and other amounts
          actually and reasonably incurred in connection with any
          proceeding (as defined in Section 317(a) of the Code),
          arising by reason of the fact that such person is or was
          an officer, employee or agent of the corporation. For
          purposes of this Section 3.16, an "officer," "employee" or
          "agent" of the corporation includes any person (i) who is
          or was an officer, employee or agent of the corporation,
          (ii) who is or was serving at the request of the
          corporation as an officer, employee or agent of another
          corporation, partnership, joint venture, trust or other
          enterprise, or (iii) who was an officer, employee or agent
          of the corporation
                            
                               II-2
which was a predecessor corporation of the corporation or
          of another enterprise at the request of such predecessor
          corporation.

          (c)  Expenses incurred in defending any civil or criminal
          action or proceeding for which indemnification is required
          pursuant to Section 3.16(a) shall be paid by the
          corporation in advance of the final disposition of such
          action or proceeding upon receipt of an undertaking by or
          on behalf of the indemnified party to repay such amount if
          it shall ultimately be determined that the indemnified
          party is not entitled to be indemnified as authorized in
          this Section 3.16. Expenses incurred in defending any
          civil or criminal action or proceeding for which
          indemnification is permitted pursuant to Section 3.16(b)
          may be paid by the corporation in advance of the final
          disposition of such action or proceeding upon receipt of
          an undertaking by or on behalf of the indemnified party to
          repay such amount if it shall ultimately be determined
          that the indemnified party is not entitled to be
          indemnified as authorized in this Section 3.1 6.

          (d)  The indemnification provided by this Section 3.16
          shall not be deemed exclusive of any other rights to which
          those seeking indemnification may be entitled under any
          bylaw, agreement, vote of shareholders or disinterested
          directors or otherwise, both as to action in an official
          capacity and as to action in another capacity while
          holding such office, to the extent that such additional
          rights to indemnification are authorized in the Articles
          of Incorporation.

          (e)  The corporation shall have the power to purchase and
          maintain insurance on behalf of any person who is or was
          an agent of the corporation against any liability asserted
          against or incurred by such person in such capacity or
          arising out of such person's status as such, whether or
          not the corporation would have the power to indemnify him
          against such liability under the provisions of this
          Section 3.16.

          (f)  No indemnification or advance shall be made under
          this Section 3.16, except where such indemnification or
          advance is mandated by law or the order, judgment or
          decree of any court of competent jurisdiction, in any
          circumstance where it appears:

               (1)  That it would be inconsistent with a provision
          of the Articles of Incorporation, these Bylaws, a
          resolution of the shareholders or an agreement in effect
          at the time of the accrual of the alleged cause of action
          asserted in the proceeding in which the expenses were
          incurred or other amounts were paid, which prohibits or
          otherwise limits indemnification; or

               (2)  That it would be inconsistent with any condition
          expressly imposed by a court in approving a settlement.

          The Registrant has entered into indemnification agreements with
certain of its directors and executive officers which require the Registrant to
indemnify such persons to the fullest extent permitted by applicable law.

          The Registrant maintains an insurance policy pursuant to which the
directors and officers of the Registrant are insured, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of their being or
having been such directors and officers.

                                     II-3
Item 7.   Exemption from Registration Claimed.
          ----------------------------------- 

          Not applicable.

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

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

     3.1(1)    Articles of Incorporation of the Registrant.
     3.2(1)    Bylaws of the Registrant.
     5.1       Opinion of Manatt, Phelps & Phillips, LLP.
    23.1       Consent of Manatt, Phelps & Phillip, LLP (see Exhibit 5.1).
    23.2       Consent of Independent Auditors (KPMG Peat Marwick LLP).
    24.1       Power of Attorney (See page II-6).
    99.1(2)    1997 Employee Stock Incentive Plan.

_________________________
 
(1)  Filed as an exhibit to Amendment No. 4 to the Registration Statement on
     Form S-1 filed with the Commission on April 23, 1998 (File No. 333-39941),
     and incorporated herein by reference.

(2)  Filed as an exhibit to the Registrant's Registration Statement on Form S-1
     filed with the Commission on November 12, 1997 (File No. 333-39941), and
     incorporated herein by reference.

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 of 1933;

                    (ii)  To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

                    (iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this Registration Statement is on Form S-3 or Form S-8, and 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 this 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.

                                      II-4
(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
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 this
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 or 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
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.

          (d)  The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the Prospectus, to each person to whom the Prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver, or
cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.

                                      II-5
SIGNATURES

          Pursuant to the requirements of the Securities Act, 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 San Mateo, State of California, on this 30th day of
October, 1998.

                         UNITED PANAM FINANCIAL CORP.

                         By     /s/ Lawrence J. Grill
                            ----------------------------------------------------
                               Lawrence J. Grill, President and Chief Executive
                                   Officer

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Lawrence J. Grill and Carol Bucci
his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Commission, granting unto each said attorney-in-fact and
agent with full power and authority to do and perform each and every act and
thing requisite and 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 each said attorney-in-fact and agent, or his substitute, may
lawfully 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 dates indicated.
Signature                              Title                                          Date
     ---------                              -----                                          ----
/s/ Guillermo Bron                 Chairman of the Board                             October 30, 1998
---------------------------
    Guillermo Bron

/s/ Lawrence J. Grill              President, Chief Executive Officer, Secretary     October 30, 1998   
---------------------------        
    Lawrence J. Grill              and Director (Principal Executive Officer)                        
                                                                                                     
/s/ Carol Bucci                    Senior Vice President, Treasurer and Chief        October 30, 1998   
---------------------------        
    Carol Bucci                    Financial Officer (Principal Financial and                          
                                   Accounting Officer)                                                
                                                                                                     
/s/ Stephen W. Haley               Senior Vice President - Compliance and Risk       October 30, 1998   
---------------------------        
    Stephen W. Haley               Management        

/s/ John T. French                 Director                                          October 30, 1998   
---------------------------                                                                          
    John T. French                                                                                     

/s/ Edmund M. Kaufman              Director                                          October 30, 1998   
---------------------------                                                                          
    Edmund M. Kaufman                                                                                 

/s/ Daniel L. Villanueva           Director                                          October 30, 1998   
---------------------------                                                                          
    Daniel L. Villanueva                                                                              

/s/ Luis Maizel                    Director                                          October 30, 1998    
---------------------------
    Luis Maizel
II-6
EXHIBIT INDEX

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

     3.1(1)    Articles of Incorporation of the Registrant.
     3.2(1)    Bylaws of the Registrant.
     5.1       Opinion of Manatt, Phelps & Phillips, LLP
    23.1       Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1).
    23.2       Consent of Independent Auditors (KPMG Peat Marwick LLP).
    24.1       Power of Attorney (See page II-6).
    99.1(2)    1997 Employee Stock Incentive Plan.

_________________________

(1)  Filed as an exhibit to Amendment No. 4 to the Registration Statement on
     Form S-1 filed with the Commission on April 23, 1998 (File No. 333-39941),
     and incorporated herein by reference.

(2)  Filed as an exhibit to the Registrant's Registration Statement on Form S-1
     filed with the Commission on November 12, 1997 (File No. 333-39941), and
     incorporated herein by reference.