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

                                Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED     December 31, 1996

Commission file number      0-25286

            CASCADE FINANCIAL CORPORATION
            ----------------------------- 
(Exact name of registrant as specified in its charter)

            Delaware                  91-1661954
            --------                  ----------
(State or other jurisdiction of     (IRS Employer
 incorporation or organization)   Identification No.)

 2828 Colby Avenue, Everett, Washington       98201
 --------------------------------------       -----
(Address of principal executive offices)    (Zip Code)

                (206) 339-5500
                --------------
(Registrant's telephone number, including area code)

     Indicate by a check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter periods that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past ninety days.

                           YES [X]    NO [ ]

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:

     Common Stock, $.01 par value - 2,052,929 shares as of December 31, 1996

<PAGE>

                        PART I - FINANCIAL INFORMATION
 
              CASCADE FINANCIAL CORPORATION AND SUBSIDIARY
                       CONSOLIDATED BALANCE SHEETS
                    (dollars in thousands, unaudited)

<TABLE>
<CAPTION>
                                                December 31,     June 30,
                                                -----------      --------
                                                    1996           1996
                                                -----------      --------
      
<S>                                                <C>           <C>
ASSETS

Cash on hand and in banks                          $  3,517      $  3,627
Interest-earning deposits in other institutions         371         4,991
Securities available-for-sale                        57,638        72,076
Loans available for sale, net                         4,804         4,678
Mortgage-backed securities held to maturity
  (market value of $10,754 and $9,437)                9,225         9,941
Loans, net                                          261,896       228,934
Real estate owned, net                                  639           747
Premises and equipment, at cost, net                  6,149         6,087
Accrued interest receivable and other assets          3,811         3,350
                                                   --------      --------

TOTAL ASSETS                                       $348,050      $334,431
                                                   ========      ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                           $225,306      $218,063
Federal Home Loan Bank advances                      72,159        68,542
Securities sold under agreements to repurchase       21,981        20,450
Advance payments by borrowers for taxes
  and insurance                                       1,438         1,207
Principal and interest payable on loans serviced
  for others                                            170           179
Accrued expenses and other liabilities                4,421         3,584
Deferred income tax                                   1,352         1,591
                                                    -------       -------
TOTAL LIABILITIES                                   326,827       313,616

Preferred stock, $.01 par value, 500,000 shares
  authorized; no shares issued or outstanding             0             0
Common stock, $.01 par value, 5,000,000 shares
  authorized; 2,052,929 and 2,045,894 shares 
  issued and outstanding                                 20            20
Additional paid-in capital                            4,278         4,250
Retained earnings, substantially restricted          17,504        17,410
Unrealized loss on securities
  available-for-sale                                   (579)         (865)
                                                    -------       -------

TOTAL STOCKHOLDERS' EQUITY                           21,223        20,815
                                                    -------       -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $348,050      $334,431
                                                    =======       =======
</TABLE>
See notes to consolidated financial statements

<PAGE>
                                     
                  CASCADE FINANCIAL CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (dollars in thousands, except per share amounts)
                                   (unaudited)

<TABLE>
<CAPTION>
                                Three Months Ended     Six Months Ended
                                   December 31            December 31
                                   1996      1995        1996      1995
                                  ------    ------      ------    ------

<S>                            <C>       <C>         <C>       <C>
Interest income:
 Loans                           $ 5,282   $ 4,712    $ 10,313   $ 9,283
 Mortgage-backed securities
   held-to-maturity                  149       999         275     2,047
 Securities available-for-sale     1,018       110       2,055       208
 FHLB stock dividends                 82        62         163       120
 Interest-bearing deposits            12        39          11        73
                                 -------   -------     -------   -------
    Total interest income          6,543     5,922      12,817    11,731

Interest expense:
 Deposits                          2,944     2,921       5,904     5,795
 Borrowed funds                    1,412     1,187       2,688     2,464
                                 -------   -------     -------   -------
    Total interest expense         4,356     4,108       8,592     8,259

Net interest income                2,187     1,814       4,225     3,472
Provision for loan losses              0         0           0         0
                                 -------   -------     -------   -------
    Net interest income after
     provision for loan losses     2,187     1,814       4,225     3,472

Other income:
 Gain on sale of loans                22        88          80       243
 Service charges                     225       110         412       216
 Loss on sale of securities
  available-for-sale                 (16)        0         (15)        0
 Gain on sale of real estate 
  owned                                3         0           3         0
 Restitution recovery                  0         0           0       150
 Other                               100       129         213       267
                                 -------   -------     -------   -------
    Total other income               334       327         693       876

Other expenses:
 Salaries and employee 
  benefits                           923       768       1,765     1,633
 Occupancy                           298       294         579       582
 Federal deposit insurance
  premiums                            96       127       1,441       251
 Advertising                          76        57         153       101
 Data processing                      84        66         156       135
 Other                               353       299         682       625
                                 -------   -------     -------   ------- 
    Total other expenses           1,830     1,611       4,776     3,327

    Income before income taxes       691       530         142     1,021
 Federal income taxes                235       180          48       347
                                 -------   -------     -------   -------

    Net income                   $   456   $   350     $    94   $   674
                                 =======   =======     =======   =======

Net income per common and 
 common equivalent share, 
 primary                         $   .20   $   .15     $   .04   $   .30

Net income per common and
 common equivalent share, 
 fully diluted                   $   .20   $   .15     $   .04   $   .30

Weighted average common and 
 common equivalent shares 
 outstanding, primary          2,294,933 2,272,623   2,296,976 2,274,128

Weighted average common and
 common equivalent shares 
 outstanding, fully diluted    2,299,712 2,272,623   2,299,366 2,275,617

</TABLE>
See notes to consolidated financial statements

<PAGE>
                    CASCADE FINANCIAL CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                   (dollars in thousands, unaudited)

<TABLE>
<CAPTION>
                                          Six Months Ended December 31,
                                              1996             1995
                                             ------           ------

<S>                                          <C>              <C>
Cash flows from operating activities:
 Net income                                  $     94         $    674
                                             --------         --------
 Adjustments to reconcile net income
  to net cash provided by (used in)
  operating activities:
   Depreciation and amortization of
    premises and equipment                        255              270
   Other                                            0              (13)
   Amortization of retained 
     servicing rights                              87               61
   Additions to mortgage servicing
     rights                                       (88)            (215)
   Deferred loan fees, net of amortization        193               39
   Origination of loans held-for-sale and 
    mortgage-backed securities held for
    trading                                   (16,284)         (25,920)
   Proceeds from sale of loans held-
    for-sale and mortgage-backed
    securities held for trading                22,139           26,120
   Net loss (gain) on sales of:
    Securities available-for-sale                  15                0
    Premises and  equipment                         1               (4)
   Federal Home Loan Bank stock dividend 
    received                                     (163)            (120)
   Net change in accrued interest receiv-
    able and other assets over principal
    and interest payable on loans serviced
    for others and accrued expenses and 
    other liabilities                             (13)          (1,993)
                                              -------          -------
    Total adjustments                           6,142           (1,775)
                                              -------          -------
      Net cash provided by (used in) 
      operating activities                      6,236           (1,101)

Cash flows from investing activities:
 Loans originated, net of principal
  repayments                                  (33,169)          (9,114)
 Principal repayments on securities
  held-to maturity                                716            8,456
 Principal repyaments on securities 
  avaialable-for-sale                           3,770                0
 Purchases of securities available-
  for-sale                                    (10,797)          (6,990)
 Proceeds from sales of securities 
  available-for-sale                           16,075                0
 Purchase of real estate owned                      0              (46)
 Proceeds from sales of real estate owned         108                0
 Purchases of premises and equipment             (318)             (89)
 Proceeds from sales of premises and
  equipment, and other assets                      (1)               4
                                              -------          -------
   Net cash used in investing activities      (23,616)          (7,779)

Cash flows from financing activities:
 Proceeds from issuance of common stock            28               69
 Net increase in deposits                       7,243            2,010
 Proceeds from Federal Home Loan Bank 
  advances                                     75,150           42,383
 Repayment of Federal Home Loan Bank
  advances                                    (71,533)         (36,500)
 Net increase (decrease) in securities
  sold under agreements to repurchase           1,531           (3,538)
 Net decrease in advance payments by 
  borrowers for taxes and insurance               231               70
                                              -------         --------
   Net cash provided by  financing
    activities                                 12,650            4,494
                                              -------          -------
Net decrease in cash and cash equivalents      (4,730)          (4,386)

Cash and cash equivalents at beginning
   of period                                    8,618            5,762
                                              -------          -------
Cash and cash equivalents at end of period   $  3,888          $ 1,376
                                             ========          =======
</TABLE>
<TABLE>

<S>                                            <C>             <C>
Supplemental disclosures of cash flow 
 information cash paid during the period 
 for:
  Interest                                    $ 8,627          $ 8,553
  Federal income taxes                             46              219
      
Supplemental schedule of noncash 
 investing activities:
  Mortgage-backed securities reclassified
   from held to maturity to available
   for sale                                   $     0          $50,577
  Mortgage loans securitized into Federal 
   Home Loan Mortgage Corporation 
   participation certificates                       0                0


</TABLE>
See notes to consolidated financial statements

<PAGE>

           CASCADE FINANCIAL CORPORATION AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1996
                           (unaudited)

Note 1.  Presentation of Financial Information

    The accompanying financial information is unaudited and has been prepared
from the books and records of Cascade Financial Corporation, (the 
"Corporation").  The Corporation's sole subsidiary is Cascade Bank, 
("Cascade" or "The Bank").  In the opinion of management, the financial
information reflects all adjustments (consisting of normal recurring 
accruals) necessary for a fair presentation of the financial condition, 
results of operations, and cash flows in conformity with generally 
accepted accounting principles.

    Certain information and footnote disclosures included in the
Corporation's financial statements for the year ended June 30, 1996, have 
been condensed or omitted from this report.  Accordingly, these statements 
should be read with the financial statements and notes thereto included in 
the Corporation's Annual Report on Form 10-K.

Note 2.  Commitments and Contingencies

    In the normal course of business there are various commitments to fund 
mortgage loans. Management does not anticipate any material loss as a result
of these commitments.

    Periodically there have been various claims and lawsuits against the 
Corporation or the Bank, such as claims to enforce liens, condemnation 
proceedings on properties in which the Bank holds security interests, claims
involving the making and servicing of real property loans and other issues
incidental to the Corporaton's and the Bank's business.  In the opinion of
management no significant loss is expected from any of such pending lawsuits.

Note 3.  Financial Statement Reclassification

    Certain amounts in the financial statements for fiscal 1996 have been 
reclassified to conform with the financial statement classification for 
fiscal 1997.

Note 4.  Changes in Accounting Methods

    In 1995, Statement of Financial Account Standards ("SFAS") No. 121, 
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived 
Assets to be Disposed Of", and SFAS No. 123, "Accounting for Stock-Based 
Compensation", were issued. SFAS 121 establishes accounting standards for 
the impairment of long-lived assets that either will be held and used in 
operations or that will be disposed of. SFAS 123 requires expanded 
disclosures of stock-based compensation arrangements with employees and 
encourages (but does not require) application of the fair value recognition
provision in the statement.  SFAS No. 123 does not alter the existing 
accounting rules for employee stock-based programs.  Companies may continue
to follow rules outlined in Accounting Principles Board Opinion 25 ("APB 25"),
but they will now be required to disclose the pro forma amounts of net income
and earnings per share that would have been reported had the company elected
to follow the fair value recognition provision of SFAS No. 123.

    The adoption of the disclosure requirements of SFAS No. 123, and the 
accounting methods of SFAS 121 are not expected to have a material impact on
the results of operations or financial condition of the Corporation.

<PAGE>

Item 2 - Management's Discussion and Analysis of Financial Condition and 
   Results of Operations

PLAN OF MERGER

    On February 6, 1997, Cascade Financial Corporation and Cascade Bank 
entered into an Agreement and Plan of Merger with Amfirst Bancorporation, 
the holding company for American First National Bank, pursuant to which 
Amfirst will be merged into Cascade.  In the transaction, Amfirst shareholders
will receive approximately two shares of Cascade common stock for each share
of Amfirst common stock.  The transaction is subject to the approval of 
federal banking regulators and the shareholders of Cascade and Amfirst.  At 
December 31, 1996, American First had four offices located in Snohomish County 
and assets of $71 million.  It is anticipated that the merger will completed 
during June 1997 and will be treated as a pooling-of-interests.

ASSET/LIABILITY MANAGEMENT

    Cascade, like other financial institutions, is subject to fluctuations 
in interest rates because its interest-bearing liabilities reprice on 
different terms than its interest-earning assets.  During periods of 
interest rate declines this position has a generally favorable impact on net
interest income, while increases in interest rates have a generally adverse 
impact on net interest income.

    Cascade uses a simulation model to measure its interest rate risk and the 
effects on net interest income resulting from changes in market interest 
rates.  Based on this model (which includes a number of significant
assumptions and estimates), a 200 basis point increase in general interest 
rates would reduce Cascade's annual net interest income by 7%.  Cascade 
manages interest rate risk by retaining in its portfolio permanent and 
construction adjustable rate loans with repricing periods that generally do 
not exceed five years.  Cascade also originates a limited amount of multi-
family loans in its local market area.  Principally all new fifteen and 
thirty year loans are sold.  Cascade extends the maturity of its liabilities 
by offering deposit products to long-term, less rate sensitive customers, and by
periodically obtaining longer term FHLB-Seattle advances.  Cascade also uses
interest rate swap and interest rate cap agreements to effectively extend the
repricing of short-term deposit accounts or reduce the cost of longer-term
deposits.

    Cascade uses mandatory and optional forward commitments from investment 
banking firms to mitigate the interest rate risk from its mortgage banking 
operation.

CHANGES IN FINANCIAL CONDITION

    Total assets increased to $348.1 million at December 31, 1996, compared 
with $334.4 million at June 30, 1996.  Loans, net increased by $33.0 million.
The loan growth was funded by a decrease in interest-earning deposits of 
$4.6 million and a decrease of $14.4 million in securities available for 
sale.  Increases in deposits and borrowings also helped to fund the increase
in loans.  Deposits increased $7.2 million during the six months ended 
December 31, 1996.  Total borrowings increased by $5.1 million to $94.1
million.

<PAGE>

Asset Quality

    Nonperforming assets totaled $373,000 and $1.4 million at June 30, 1996
and December 31, 1996, respectively.  Assets classified as substandard 
increased from $2.5 million at June 30, 1996, to $3.6 million at December 
31, 1996.

RESULTS OF OPERATIONS

Comparison of the Three and Six Months Ended December 31, 1996 and 1995.

General

    Total net income for the three months ended December 31, 1996 increased 
to $456,000 compared with $350,000 in 1995.  Net interest income increased
$373,000 for the quarter ended December 31, 1996 and other expenses increased
$219,000 over the prior year.  Net income for the six months ended 
December 31, 1996, decreased to $94,000 from $674,000 in 1995.  The principal
reason for the decrease in the six months earnings was an $811,000 charge, 
after tax, related to the recapitalization of the Savings Association 
Insurance Fund (SAIF).  Excluding this charge, net income for the six months
ended December 31, 1996 increased to $905,000 compared with the $674,000 
earned in the six month period ended December 31, 1995.

Net Interest Income

    Net interest income increased $373,000 compared to the quarter ended
December 31, 1995 to $2.2 million for the three months ended December 31, 
1996.  Net interest income increased by $752,000 for the six months ended 
December 31, 1996 compared to 1995. Increased interest margins of 17 basis 
points for the most recent quarter and 23 basis points for the six months 
ended December 31, 1996 coupled with an increase of $32 million in interest 
earning assets over the prior December's numbers were responsible for the
increase.  The increase in earning assets was primarily in loans which is 
consistent with management's policy of increasing Cascade's asset size in a 
controlled manner.  The increase in the net interest margin for the recent
period is a result of the higher margin loans Cascade is adding, an increase
in yield of adjustable rate loans, and slightly lower funding costs.

    Cascade is focusing on adding nonconforming one-to-four family loans, 
multi-family loans, home equity lines of credit and one-to-four family 
construction loans to its portfolio.  Nonconforming loans generally include 
loans where the borrower has a debt level or other financial consideration 
that makes the loan unsaleable to government agencies such as FHLMC and FNMA.
Management believes these products provide the best returns for Cascade and
can be underwritten conservatively to ensure low delinquency, absent unfore-
seen changes in local or national economic conditions.  Additionally, these
loan types are typically not effected as much by refinance activity as 
conforming loans.  This should help to lower Cascade's overall origination
and servicing costs in the future.

Provision for Loan Losses

    Cascade's provision for loan losses was $0 for both the six months ended 
December 31, 1996 and 1995.  Management intends to grow the nonconforming,
construction and income property portfolios.  These loans typically have a 
higher credit risk.  Management monitors these loans at an increased level 
to maintain credit quality and adequate reserve levels.  At December 31, 1996
and June 30, 1996, the Corporation's loan loss allowance totaled $2.9
million, and the loan loss allowance as a percent of net loans outstanding 
was 1.04% and 1.29%, respectively.  The provision for loan losses reflects 
management's quarterly evaluation of the adequacy of the allowance for 
losses on loans.  In determining adequacy, management considers changes in
the size and composition of the loan portfolio, acutal loan loss experience,
current and anticipated economic conditions and other factors.  The Bank has
not had to add to it's provision in recent years because substandard assets
have decreased from a high of $39.0 million at September 30, 1991 to $3.6
million at December 31, 1996.  Nonperforming loans increased $979,000 to
$1.4 million at December 31, 1996 as compared to the period ending June 30,
1996.  Substandard loans increased $1.1 million to $3.6 million during the
same period.

<PAGE>

Other Income

    Other income increased $7,000 to $334,000 for the three months ended 
December 31, 1996 as compared with the three months ended December 31, 1995.
For the six months ended December 31, 1996 other income decreased $182,000
to $693,000 as compared to the six months ended December 31, 1995.  The 
principal reason for the decrease in other income was a $150,000 restitution
recovery in 1995 that did not occur in 1996.  Gain on sale of loans decreased
$66,000 and $163,000 for the three and six month periods ending December 31,
1996 as compared to the same periods in 1995.  The reduction occurred as a
result of the Bank's emphasis on portfolio lending which resulted in a $9.6
million decrease in the origination of salable products.  Service charges
increased $115,000 to $225,000 and $196,000 to $412,000 for the three and six
month periods ending December 31, 1996 as compared to the same periods in
1995.  Service charges generated from increases in net loan and servicing
portfolio's accounted for most of the change.

Other Expenses

    Other expenses increased to $1.8 million for the three months ended
December 31, 1996 compared with $1.6 million for the three months ended 
December 31, 1995.  Increases in salaries and employee benefits of $155,000 
coupled with smaller increases in advertising and data processing costs
accounted for this increase.  For the six month period ending December 31, 
1996 other expenses totaled $4.8 million, a $1.5 million increase over the 
December 31, 1995 total of $3.3 million.  Federal deposit insurance premiums
increased $1.2 million, before taxes, as a result of the SAIF conversion
charge.  Increases to salaries and employee benefits coupled with increased 
advertising costs, both related to development of new products and services 
were responsible for increase in these areas.

Liquidity and Sources of Funds

    Cascade maintains liquidity balances in Federal Home Loan Bank deposits
 and short-term securities at levels in accordance with regulatory guide-
lines.  The Corporation held average liquid assets of $19.0 million in 
December 1996, which was in excess of the required liquidity level of $15.1
million. 

    Loan commitments outstanding at December 31, 1996, were $14.6 million 
and will be funded through sales of loans, existing liquidity balances, FHLB-
Seattle advances, and other borrowings.

    At December 31, 1996, the Corporation had $72.2 million in outstanding 
advances from the FHLB-Seattle. The Corporation's credit line with the FHLB-
Seattle is 30% of total assets or up to $104.4 million.  The Corporation 
also had $22.0 million of reverse repurchase agreements outstanding, an 
increase of $1.5 million from June 30, 1996.

<PAGE>

Capital Resources

    Cascade Bank is in full compliance with all capital requirements 
established by the OTS at December 31, 1996.  Cascade's regulatory capital,
capital requirements, and related excess capital amounts as of December 31, 
1996 are presented in the following table:

     Tangible capital                 Amount         Percentage
     ----------------               ----------     --------------
     Tangible capital                $21,667             6.22% 
     Less: Minimum requirement         5,227             1.50
                                     -------             ----  
     Excess                          $16,440             4.72%

     Core capital                     Amount          Percentage
     ------------                   ----------      --------------
     Core capital                    $21,667             6.22%
     Less:  Minimum requirement       10,455             3.00 
                                      ------             ----
     Excess                          $11,212             3.22%

     Risk-based capital               Amount          Percentage
     ------------------             ----------      --------------
     Risk-based capital              $24,210            11.90%
     Less: Minimum requirement(1)     16,272             8.00
                                      ------            -----
     Excess                          $ 7,938             3.90%

     (1)  Based on risk-weighted assets.

    The Federal Deposit Insurance Corporation Improvement Act of 1991 
("FDICIA") was signed into law on December 19, 1991.  Among other things, 
the FDICIA provides the OTS, effective December 19, 1992, with broad powers 
to take "prompt corrective action" to resolve problems of insured depository
institutions.  The actions the OTS can take depend upon whether the 
institution in question is "well capitalized," "adequately capitalized," 
"undercapitalized," "significantly undercapitalized" or "critically under-
capitalized."  The OTS has advised the Corporation that at September 30, 1996,
Cascade Bank, is a "well capitalized" institution.

    The OTS issued a final rule on August 31, 1993 that incorporates an 
interest rate risk component into the OTS's risk-based capital rule.  The 
rule requires that an institution with an "above normal" level of interest 
rate risk hold additional capital against interest rate risk exposure.  This
additional capital for interest rate risk exposure would be in excess of the
8% risk-based capital requirement.  Only institutions whose measured interest
rate risk exceeds the above normal level, has risk-based capital 12%, and 
assets exceed $300 million will be required to maintain an interest rate risk
component.  The interest rate risk component will be computed quarterly.  The
OTS has postponed the date the component will first be deducted from an 
institution's total capital until an appeal process is developed for the 
measurement of an institution's interest rate risk.

    Management currently does not believe the final rule will materially 
adversely increase Cascade's regulatory capital requirement nor materially 
adversely effect the current business strategy when, or if it is implemented.

SAIF Premium Assessment

     Cascade is a member of the SAIF.  On September 30, 1996 the President 
of the United States signed an omnibus appropriations bill which contained, 
among other provisions, a requirement that member companies of SAIF pay a 
one-time premium assessment to recapitalize the SAIF.  The premium has been 
assessed at 65.7 basis points applied to March 31, 1995 deposit balances and
was paid on November 30, 1996.  In accordance with generally accepted 
accounting principles, the Bank recorded the SAIF premium assessment as of 
September 30, 1996, by charging to non-interest expense the amount of its 
$1.2 million assessment.  The corresponding tax deduction will be taken on 
the Corporation's tax return for fiscal 1997.

<PAGE>

                    PART II-OTHER INFORMATION

Item 1.  Legal Proceedings.

    The Corporation and the Bank have certain litigation and negotiations in
progress resulting from activities arising from normal operations.  In the 
opinion of management, none of these matters is likely to have a materially 
adverse effect on the Corporation's financial position.

Item 2.  Changes in Securities.

    Not applicable

Item 3.  Defaults upon Senior Securities.

    Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders.

    Not applicable

Item 5.  Other information.

    Not applicable

Item 6.  Exhibits and Reports on Form 8-K.

    Not applicable


                            Signatures

    Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by 
the undersigned thereunto duly authorized.

                              CASCADE FINANCIAL CORPORATION
                              Registrant


February 11, 1997                  /s/ Russell E. Rosendal
                                   -----------------------
                              By:  Russell E. Rosendal
                                   Executive Vice President and
                                   Chief Financial Officer