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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

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

                                      FORM 10-K/A

[ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, 1997
                                          OR

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

                            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            (I.R.S. Employer I.D. Number)
  incorporation or organization)

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

Registrant's telephone number, including            (425) 339-5500
area code:                                  -------------------------------

Securities registered pursuant to Section                None
12(b) of the Act:                           -------------------------------

Securities registered pursuant to Section   Common Stock, par value $0.01
12(g) of the Act:                           per share
                                            -------------------------------

    Indicate by 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 twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   YES   X        NO
                                                -----         -----

    Indicate by check mark no disclosure of delinquent filers pursuant to Item
405 of Regulation K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   [ X ]

    As of September 19, 1997, there were issued and outstanding 3,386,039
shares of the registrant's Common Stock.  The registrant's voting stock is
traded over-the-counter and is listed on the Nasdaq Smallcap Market under the
symbol "CASB."  Based on the average of the bid and asked prices for the Common
Stock on September 19, 1997, the aggregate value of the Common Stock outstanding
held by nonaffiliates of the registrant was $48.3 million (3,386,039 shares at
$14.25 per share).  For purposes of this calculation, officers and directors of
the registrant are not considered nonaffiliates of the registrant.

                         DOCUMENTS INCORPORATED BY REFERENCE

    1.   Portions of Annual Report to Stockholders for the Fiscal Year Ended
         June 30, 1997 (the "Annual Report") (Parts I and II).

    2.   Portions of registrant's Definitive Proxy Statement for the 1997
         Annual Meeting of Stockholders (Part III).

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                                       PART IV

ITEM 14.  EXHIBITS FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) (1)(2)  Independent Auditors' Report
            Consolidated Financial Statements
    (a)     Consolidated Balance Sheets as of June 30, 1996 and June 30, 1997.
    (b)     Consolidated Statements of Operations for the Years Ended June 30,
            1995, 1996 and 1997.
    (c)     Consolidated Statements of Stockholders' Equity for the Years Ended
            June 30, 1995, 1996 and 1997.
    (d)     Consolidated Statements of Cash Flows for the Years Ended June 30,
            1995, 1996 and 1997.
    (e)     Notes to Consolidated Financial Statements

            All schedules have been omitted as the required information is
    either inapplicable or contained in the Consolidated Financial Statements
    or related Notes contained in the Annual Report to Stockholders.

    (3)  Exhibits

       3.1    Certificate of Incorporation of Cascade Financial Corporation*

       3.2    Bylaws of Cascade Financial Corporation*

      10.1    Cascade Financial Corporation 1994 Employee Stock Purchase Plan*

      10.2    Cascade Financial Corporation 1992 Stock Option and Incentive
              Plan**

      10.3    Cascade Financial Corporation Employee Stock Ownership Plan**

      10.4    Cascade Financial Corporation 1997 Stock Option Plan***

        13    Cascade Financial Corporation 1997 Annual Report to
              Stockholders

        21    Subsidiaries****

    (b)   Reports on Form 8-K

          No Forms 8-K were filed during the quarter ended June 30, 1997.

----------------------
*    Incorporated by reference to the Corporation's Registration Statement on
     Form S-4 File No. 33-83200.
**   Incorporated by reference to the Corporation's Annual Report on Form 10-KSB
     For June 30, 1995.
***  Incorporated by reference to Appendix E to the Prospectus included in the
     Corporation's Registration Statement on Form S-4 (File No. 333-24203)
**** Previously filed

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                                      SIGNATURES


    Pursuant to the requirements of Section 13 or 15(d) 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

Date: October 10, 1997                    By:    /s/ Frank M. McCord
                                                 ---------------------------
                                                 Frank M. McCord
                                                 Chairman and Chief Executive
                                                 Officer
                                                 (Principal Executive Officer)

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

By:   /s/ Russell E. Rosendal              By:   /s/ D. R. Murphy
      ----------------------------               ---------------------------
      Russell E. Rosendal                        D. R. Murphy
      Executive Vice President                   Director
      (Chief Financial and Accounting      Date: October 10, 1997  
      Officer)
Date: October 10, 1997  


By:   /s/ C.F. Safstrom                    By:   /s/ Ronald E Thompson
      ----------------------------               ---------------------------
      C.F. Safstrom                              Ronald E. Thompson
      President and Director                     Director
Date: October 10, 1997                     Date: October 10, 1997  


By:   /s/ Robert Disotell                  By:   /s/ G. Brandt Westover
      ----------------------------               ---------------------------
      Robert Disotell                            G. Brandt Westover
      Executive Vice President/Director          Director
Date: October 10, 1997                     Date: October 10, 1997  


By:   /s/ David W. Duce                    By:   /s/ Paull Shin
      ----------------------------               ---------------------------
      David W. Duce                              Paull Shin
      Director                                   Director
Date: October 10, 1997                     Date: October 10, 1997  


By:   /s/ Gary Meisner                     By:   /s/Joan M. Earl
      ----------------------------               ---------------------------
      Gary Meisner                               Joan M. Earl
      Director                                   Director
Date: October 10, 1997                     Date: October 10, 1997  


By:   /s/ Dwayne Lane
      ----------------------------
      Dwayne Lane
      Director
Date: October 10, 1997  


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