<PAGE> 1

As filed with the Securities and Exchange Commission on January 15, 1998
                                                    Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                           LIFE FINANCIAL CORPORATION
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                  6035                  33-0743196
(state or other jurisdiction of     (Primary Standard          (IRS Employer 
incorporation or organization)  Classification Code Number)  Identification No.)

                              10540 MAGNOLIA AVENUE
                                     UNIT B
                           RIVERSIDE, CALIFORNIA 92505
                                 (909) 637-4000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                           LIFE FINANCIAL CORPORATION
                               401(K) SAVINGS PLAN
                            (Full Title of the Plan)
                     --------------------------------------

DANIEL L. PERL                            COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     MARY M. SJOQUIST, ESQUIRE
LIFE FINANCIAL CORPORATION                LESLIE MURPHY, ESQUIRE
10450 MAGNOLIA AVENUE, UNIT B             MULDOON, MURPHY & FAUCETTE
RIVERSIDE, CALIFORNIA 92505               5101 WISCONSIN AVENUE, N.W.
(909) 637-4000                            WASHINGTON, DC  20016
                                          (202) 362-0840
(Name, address, including zip code, 
and telephone number, including area 
code, of agent for service)

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
        practicable after this Registration Statement becomes effective.

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
                                                     ----
<TABLE>
<CAPTION>

===================================================================================================
   Title of each Class of      Amount to be   Proposed Purchase  Estimated Aggregate  Registration
Securities to be Registered     Registered    Price Per Share(1)  Offering Price(2)       Fee
---------------------------------------------------------------------------------------------------
    <S>                        <C>                 <C>               <C>                 <C>
     Common Stock
    $.01 par Value             463,158 Shares      $11 7/8           $5,500,001          $1,623
---------------------------------------------------------------------------------------------------
    Participation
      Interests                   (3)                                $5,500,001            (4)
===================================================================================================
</TABLE>

(1)The closing  price of the common  stock of LIFE  Financial  Corporation  (the
   "Common  Stock")  on the  Nasdaq  National  Market  on  January  9,  1998  in
   accordance with Rule 457(c) under the Securities Act of 1933, as amended (the
   "Securities Act").
(2)Estimated solely for the purpose of calculating the registration fee.
(3)In  addition,  pursuant  to  Rule  416(c)  under  the  Securities  Act,  this
   registration statement also covers an indeterminate amount of interests to be
   offered or sold pursuant to the employee benefit plan described herein.
(4)The  securities  of  LIFE  Financial   Corporation   (the  "Company"  or  the
   "Registrant")  to be purchased by LIFE Financial  Corporation  401(k) Savings
   Plan are included in the amount shown for Common Stock. Accordingly, pursuant
   to  Rule  457(h)(2),  no  separate  fee is  required  for  the  participation
   interests.  In  accordance  with Rule 457(h)  under the  Securities  Act, the
   registration  fee has been calculated on the basis of the number of shares of
   Common Stock that may be purchased with the current assets of such Plan.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.

Number of Pages 16
Exhibit Index begins on Page 10

                                        1

<PAGE> 2



LIFE FINANCIAL CORPORATION

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

ITEMS 1 & 2.  The  documents  containing  the  information  for  LIFE  Financial
Corporation  401(k)  Savings  Plan  ("401(k)  Plan")  required  by Part I of the
Registration  Statement will be sent or given to the  participants in the 401(k)
Plan as  specified  by Rule  428(b)(1).  Such  documents  are not filed with the
Securities  and  Exchange  Commission  (the  "SEC")  either  as a part  of  this
Registration  Statement or as a prospectus or prospectus  supplement pursuant to
Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following  documents  filed or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

      (a) The Company's Prospectus  initially filed in a Registration  Statement
on Form S-4, which includes the statements of financial condition of the Bank as
of March 31, 1997 and December 31, 1996 and 1995, and the related  statements of
operation,  stockholders' equity and cash flows for the three months ended March
31,  1997 and 1996,  and for each of the years in the  three-year  period  ended
December 31, 1996,  together  with the related  notes (File No.  333-20497),  as
filed with the SEC on January 27, 1997, as amended, and as declared effective on
June 11, 1997.

      (b) The Form 10-Q  reports  filed by the Company  for the fiscal  quarters
ended June 30, 1997 and  September 30, 1997 (File No.  0-22193),  filed with the
SEC on August 14, 1997 and November 14, 1997, respectively.

      (c)  The  description  of the  Company's  Common  Stock  contained  in the
Registrant's  Form 8-A (File No.  0-22193),  as filed with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15  promulgated  thereunder  on June 6, 1997 and declared  effective on
June 11, 1997, as incorporated by reference from the Company's Prospectus in the
Registration  Statement on Form S-4 (SEC File No. 333-20497)  declared effective
on June 11, 1997.

      (d) All  documents  filed  by the  Company  and  the  401(k)  Plan,  where
applicable,  pursuant to Section  13(a) and (c), 14 or 15(d) of the Exchange Act
after the date  hereof  and prior to the  filing of a  post-effective  amendment
which deregisters all securities then remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR 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 ALSO IS  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.

                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

      The  Common  Stock to be  offered  pursuant  to the  401(k)  Plan has been
registered  pursuant  to  Section  12  of  the  Exchange  Act.  Accordingly,   a
description of the Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The statements of financial  condition of the Bank as of December 31, 1996
and the related statements of operation, stockholders' equity and cash flows for
the year ended December 31, 1996, together with the related notes and the report
of  Deloitte & Touche  LLP,  independent  certified  public  accountants,  dated
February 7, 1997 incorporated by reference in this Registration Statement,  have
been incorporated  herein in reliance upon the authority of said firm as experts
in accounting and auditing.

      The statements of financial  condition of the Bank as of December 31, 1995
and the related statements of operation, stockholders' equity and cash flows for
the year ended December 31, 1995, together with the related notes and the report
of Grant Thornton LLP, independent certified public accountants,  dated February
8, 1996  incorporated  by reference in this  Registration  Statement,  have been
incorporated  herein in reliance  upon the  authority of said firm as experts in
accounting and auditing.

      The statements of operation,  stockholders'  equity and cash flows for the
year ended December 31, 1994,  together with the related notes and the report of
Price Waterhouse LLP,  independent  certified public accountants,  dated January
31, 1995  incorporated by reference in this  Registration  Statement,  have been
incorporated  herein in reliance  upon the  authority of said firm as experts in
accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administer the 401(k)
Plan.

In accordance  with the General  Corporation Law of the State of Delaware (being
Chapter  1 of  Title  8 of  the  Delaware  Code),  Articles  10  and  11 of  the
Registrant's Certificate of Incorporation provide as follows:

TENTH:

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification, the Corporation shall indemnify

                                        3

<PAGE> 4



any such indemnitee in connection with a proceeding (or part thereof)  initiated
by such  indemnitee  only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation.

B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting  or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that,  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent

                                        4

<PAGE> 5



of the provisions of this Article TENTH with respect to the  indemnification and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for  liability  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware  General  Corporation  Law, or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-K):

      4        Stock Certificate of LIFE Financial Corporation1

      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the 401(k) Plan and any amendment thereto to
               the Internal  Revenue  Service ("IRS") in a timely manner and has
               made or will  make all  changes  required  by the IRS in order to
               qualify the plan.

      23.1     Consent of Grant Thornton LLP

      23.2     Consent of Price Waterhouse LLP

      23.3     Consent of Deloitte & Touche LLP

                                        5

<PAGE> 6



      24 Power of Attorney is located on the signature pages.

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration  Statement on Form S-4 (SEC No.  333-20497),  as amended,
  filed with the SEC on January  27,  1997 and  declared  effective  on June 11,
  1997.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include  any  Prospectus  required  by Section 10(a)(3) of the
                  Securities Act;

            (ii)  Reflect   in   the  Prospectus  any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the Registration Statement. Notwithstanding
                  the   foregoing,   any  increase  or  decrease  in  volume  of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high end of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed  with  the  SEC  pursuant  to  Rule  424(b)  if,  in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports  filed by the  Registrant  pursuant  to  Section 13 or
                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement;

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

      (3)   To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the Offering.

      (4)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 SEC such  indemnification
is  against   public  policy  as  expressed  in  the  Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee, officer or

                                        6

<PAGE> 7



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 Act and will be  governed  by the final  adjudication  of such
issue.
                                         7

<PAGE> 8



CONFORMED
                                   SIGNATURES

            Pursuant to the  requirements  of the Securities Act, LIFE Financial
Corporation  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 Riverside,  State of California, on January 15,
1998.

                                          LIFE FINANCIAL CORPORATION



                                          By: /s/ Daniel L. Perl
                                              ----------------------------------
                                              Daniel L. Perl
                                              President, Chief Executive Officer
                                              and Director

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

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below  constitutes and appoints Daniel L. Perl and L. Bruce Mills,  Jr. and each
of them as the true and  lawful  attorney-in-fact  and agent  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any  and  all  capacities  to  sign  any  or all  amendments  to  the  Form  S-8
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other documents in connection  therewith,  with the U.S. Securities and Exchange
Commission,  respectively,  granting unto said  attorney-in-fact  and agent full
power and  authority to do and perform  each and every act and things  requisite
and  necessary  to be done as fully to all intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.


    Name                    Title                                 Date
    ----                    -----                                 ----


/s/ Daniel L. Perl          President, Chief                    January 15, 1998
---------------------       Executive Officer and Director
Daniel L. Perl              (principal executive officer)
                            

/s/ L. Bruce Mills, Jr.     Executive Vice President,           January 15, 1998
-----------------------     Chief Financial Officer,
L. Bruce Mills, Jr.         Treasurer and Secretary
                            (principal financial and
                            accounting officer)
                            

/s/ Ronald G. Skipper       Chairman of the Board               January 15, 1998
------------------------
Ronald G. Skipper


/s/ John D. Goddard         Director                            January 15, 1998
------------------------
John D. Goddard



                                        8

<PAGE> 9



/s/ Milton E. Johnson       Director                            January 15, 1998
-----------------------
Milton E. Johnson


                                  
-----------------------                                         __________, 1998
Robert K. Riley


THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the 401(k) Plan) have duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Riverside, State of California, on January 15, 1998.

                              LIFE Financial Corporation 401(k) Plan


                              By:  /s/ L. Bruce Mills
                                   ---------------------------------------------
                                   L. Bruce Mills
                                   Trustee


                                        9

<PAGE> 10



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

                                                                                                Sequentially
                                                                                                  Numbered
                                                                                                    Page
 Exhibit No.     Description            Method of Filing                                          Location
------------     ------------------     --------------------------------------------------       ----------

    <S>          <C>                    <C>                                                          <C>
      4          Stock Certificate of   Incorporated herein by reference from the Exhibits           --
                 LIFE Financial         of the Registrant's Registration Statement on Form
                 Corporation            S-4 filed with the SEC on January 27, 1997 and
                                        declared effective on June 11, 1997.

    23.1         Consent of Grant       Filed herewith.                                              12
                 Thornton LLP

    23.2         Consent of Price       Filed herewith.                                              14
                 Waterhouse LLP

    23.3         Consent of Deloitte    Filed herewith.                                              16
                 & Touche LLP

     24          Power of Attorney      Located on the signature page.                               --

</TABLE>
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{"company-data": {"conformed-name": "LIFE FINANCIAL CORP", "cik": "0001028918", "assigned-sic": "6035", "irs-number": "330743196", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44307", "film-number": "98507579"}, "business-address": {"street1": "10540 N MAGNOLIA ACE", "street2": "UNIT B", "city": "RIVERSIDE", "state": "CA", "zip": "92503", "phone": "9098869751"}, "mail-address": {"street1": "1598 EAST HIGHLAND AVENUE", "city": "SAN BERNADINO", "state": "CA", "zip": "92404"}}
1

As filed with the Securities and Exchange Commission on January 15, 1998
                                                    Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                           LIFE FINANCIAL CORPORATION
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                  6035                  33-0743196
(state or other jurisdiction of     (Primary Standard          (IRS Employer 
incorporation or organization)  Classification Code Number)  Identification No.)

                              10540 MAGNOLIA AVENUE
                                     UNIT B
                           RIVERSIDE, CALIFORNIA 92505
                                 (909) 637-4000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                           LIFE FINANCIAL CORPORATION
                               401(K) SAVINGS PLAN
                            (Full Title of the Plan)
                     --------------------------------------

DANIEL L. PERL                            COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     MARY M. SJOQUIST, ESQUIRE
LIFE FINANCIAL CORPORATION                LESLIE MURPHY, ESQUIRE
10450 MAGNOLIA AVENUE, UNIT B             MULDOON, MURPHY & FAUCETTE
RIVERSIDE, CALIFORNIA 92505               5101 WISCONSIN AVENUE, N.W.
(909) 637-4000                            WASHINGTON, DC  20016
                                          (202) 362-0840
(Name, address, including zip code, 
and telephone number, including area 
code, of agent for service)

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
        practicable after this Registration Statement becomes effective.

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
                                                     ----
===================================================================================================
   Title of each Class of      Amount to be   Proposed Purchase  Estimated Aggregate  Registration
Securities to be Registered     Registered    Price Per Share(1)  Offering Price(2)       Fee
---------------------------------------------------------------------------------------------------
Common Stock
    $.01 par Value             463,158 Shares      $11 7/8           $5,500,001          $1,623
---------------------------------------------------------------------------------------------------
    Participation
      Interests                   (3)                                $5,500,001            (4)
===================================================================================================
(1)The closing  price of the common  stock of LIFE  Financial  Corporation  (the
   "Common  Stock")  on the  Nasdaq  National  Market  on  January  9,  1998  in
   accordance with Rule 457(c) under the Securities Act of 1933, as amended (the
   "Securities Act").
(2)Estimated solely for the purpose of calculating the registration fee.
(3)In  addition,  pursuant  to  Rule  416(c)  under  the  Securities  Act,  this
   registration statement also covers an indeterminate amount of interests to be
   offered or sold pursuant to the employee benefit plan described herein.
(4)The  securities  of  LIFE  Financial   Corporation   (the  "Company"  or  the
   "Registrant")  to be purchased by LIFE Financial  Corporation  401(k) Savings
   Plan are included in the amount shown for Common Stock. Accordingly, pursuant
   to  Rule  457(h)(2),  no  separate  fee is  required  for  the  participation
   interests.  In  accordance  with Rule 457(h)  under the  Securities  Act, the
   registration  fee has been calculated on the basis of the number of shares of
   Common Stock that may be purchased with the current assets of such Plan.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.

Number of Pages 16
Exhibit Index begins on Page 10

                                        1
2

LIFE FINANCIAL CORPORATION

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

ITEMS 1 & 2.  The  documents  containing  the  information  for  LIFE  Financial
Corporation  401(k)  Savings  Plan  ("401(k)  Plan")  required  by Part I of the
Registration  Statement will be sent or given to the  participants in the 401(k)
Plan as  specified  by Rule  428(b)(1).  Such  documents  are not filed with the
Securities  and  Exchange  Commission  (the  "SEC")  either  as a part  of  this
Registration  Statement or as a prospectus or prospectus  supplement pursuant to
Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following  documents  filed or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

      (a) The Company's Prospectus  initially filed in a Registration  Statement
on Form S-4, which includes the statements of financial condition of the Bank as
of March 31, 1997 and December 31, 1996 and 1995, and the related  statements of
operation,  stockholders' equity and cash flows for the three months ended March
31,  1997 and 1996,  and for each of the years in the  three-year  period  ended
December 31, 1996,  together  with the related  notes (File No.  333-20497),  as
filed with the SEC on January 27, 1997, as amended, and as declared effective on
June 11, 1997.

      (b) The Form 10-Q  reports  filed by the Company  for the fiscal  quarters
ended June 30, 1997 and  September 30, 1997 (File No.  0-22193),  filed with the
SEC on August 14, 1997 and November 14, 1997, respectively.

      (c)  The  description  of the  Company's  Common  Stock  contained  in the
Registrant's  Form 8-A (File No.  0-22193),  as filed with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15  promulgated  thereunder  on June 6, 1997 and declared  effective on
June 11, 1997, as incorporated by reference from the Company's Prospectus in the
Registration  Statement on Form S-4 (SEC File No. 333-20497)  declared effective
on June 11, 1997.

      (d) All  documents  filed  by the  Company  and  the  401(k)  Plan,  where
applicable,  pursuant to Section  13(a) and (c), 14 or 15(d) of the Exchange Act
after the date  hereof  and prior to the  filing of a  post-effective  amendment
which deregisters all securities then remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR 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 ALSO IS  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.

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

      The  Common  Stock to be  offered  pursuant  to the  401(k)  Plan has been
registered  pursuant  to  Section  12  of  the  Exchange  Act.  Accordingly,   a
description of the Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The statements of financial  condition of the Bank as of December 31, 1996
and the related statements of operation, stockholders' equity and cash flows for
the year ended December 31, 1996, together with the related notes and the report
of  Deloitte & Touche  LLP,  independent  certified  public  accountants,  dated
February 7, 1997 incorporated by reference in this Registration Statement,  have
been incorporated  herein in reliance upon the authority of said firm as experts
in accounting and auditing.

      The statements of financial  condition of the Bank as of December 31, 1995
and the related statements of operation, stockholders' equity and cash flows for
the year ended December 31, 1995, together with the related notes and the report
of Grant Thornton LLP, independent certified public accountants,  dated February
8, 1996  incorporated  by reference in this  Registration  Statement,  have been
incorporated  herein in reliance  upon the  authority of said firm as experts in
accounting and auditing.

      The statements of operation,  stockholders'  equity and cash flows for the
year ended December 31, 1994,  together with the related notes and the report of
Price Waterhouse LLP,  independent  certified public accountants,  dated January
31, 1995  incorporated by reference in this  Registration  Statement,  have been
incorporated  herein in reliance  upon the  authority of said firm as experts in
accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administer the 401(k)
Plan.

In accordance  with the General  Corporation Law of the State of Delaware (being
Chapter  1 of  Title  8 of  the  Delaware  Code),  Articles  10  and  11 of  the
Registrant's Certificate of Incorporation provide as follows:

TENTH:

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification, the Corporation shall indemnify

                                        3
4

any such indemnitee in connection with a proceeding (or part thereof)  initiated
by such  indemnitee  only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation.

B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting  or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that,  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent

                                        4
5

of the provisions of this Article TENTH with respect to the  indemnification and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for  liability  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware  General  Corporation  Law, or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-K):

      4        Stock Certificate of LIFE Financial Corporation1

      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the 401(k) Plan and any amendment thereto to
               the Internal  Revenue  Service ("IRS") in a timely manner and has
               made or will  make all  changes  required  by the IRS in order to
               qualify the plan.

      23.1     Consent of Grant Thornton LLP

      23.2     Consent of Price Waterhouse LLP

      23.3     Consent of Deloitte & Touche LLP

                                        5
6

      24 Power of Attorney is located on the signature pages.

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration  Statement on Form S-4 (SEC No.  333-20497),  as amended,
  filed with the SEC on January  27,  1997 and  declared  effective  on June 11,
  1997.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include  any  Prospectus  required  by Section 10(a)(3) of the
                  Securities Act;

            (ii)  Reflect   in   the  Prospectus  any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the Registration Statement. Notwithstanding
                  the   foregoing,   any  increase  or  decrease  in  volume  of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high end of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed  with  the  SEC  pursuant  to  Rule  424(b)  if,  in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports  filed by the  Registrant  pursuant  to  Section 13 or
                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement;

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

      (3)   To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the Offering.

      (4)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 SEC such  indemnification
is  against   public  policy  as  expressed  in  the  Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee, officer or

                                        6
7

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 Act and will be  governed  by the final  adjudication  of such
issue.
                                         7
8

CONFORMED
                                   SIGNATURES

            Pursuant to the  requirements  of the Securities Act, LIFE Financial
Corporation  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 Riverside,  State of California, on January 15,
1998.

                                          LIFE FINANCIAL CORPORATION

                                          By: /s/ Daniel L. Perl
                                              ----------------------------------
                                              Daniel L. Perl
                                              President, Chief Executive Officer
                                              and Director

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

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below  constitutes and appoints Daniel L. Perl and L. Bruce Mills,  Jr. and each
of them as the true and  lawful  attorney-in-fact  and agent  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any  and  all  capacities  to  sign  any  or all  amendments  to  the  Form  S-8
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other documents in connection  therewith,  with the U.S. Securities and Exchange
Commission,  respectively,  granting unto said  attorney-in-fact  and agent full
power and  authority to do and perform  each and every act and things  requisite
and  necessary  to be done as fully to all intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

    Name                    Title                                 Date
    ----                    -----                                 ----

/s/ Daniel L. Perl          President, Chief                    January 15, 1998
---------------------       Executive Officer and Director
Daniel L. Perl              (principal executive officer)
                            

/s/ L. Bruce Mills, Jr.     Executive Vice President,           January 15, 1998
-----------------------     Chief Financial Officer,
L. Bruce Mills, Jr.         Treasurer and Secretary
                            (principal financial and
                            accounting officer)
                            

/s/ Ronald G. Skipper       Chairman of the Board               January 15, 1998
------------------------
Ronald G. Skipper

/s/ John D. Goddard         Director                            January 15, 1998
------------------------
John D. Goddard

                                        8
9

/s/ Milton E. Johnson       Director                            January 15, 1998
-----------------------
Milton E. Johnson

                                  
-----------------------                                         __________, 1998
Robert K. Riley

THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the 401(k) Plan) have duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Riverside, State of California, on January 15, 1998.

                              LIFE Financial Corporation 401(k) Plan

                              By:  /s/ L. Bruce Mills
                                   ---------------------------------------------
                                   L. Bruce Mills
                                   Trustee

                                        9
10

                                  EXHIBIT INDEX
Sequentially
                                                                                                  Numbered
                                                                                                    Page
 Exhibit No.     Description            Method of Filing                                          Location
------------     ------------------     --------------------------------------------------       ----------
4          Stock Certificate of   Incorporated herein by reference from the Exhibits           --
                 LIFE Financial         of the Registrant's Registration Statement on Form
                 Corporation            S-4 filed with the SEC on January 27, 1997 and
                                        declared effective on June 11, 1997.

    23.1         Consent of Grant       Filed herewith.                                              12
                 Thornton LLP

    23.2         Consent of Price       Filed herewith.                                              14
                 Waterhouse LLP

    23.3         Consent of Deloitte    Filed herewith.                                              16
                 & Touche LLP

     24          Power of Attorney      Located on the signature page.                               --