8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                         Date of Report: August 20, 2004
                        (Date of Earliest Event Reported)

                      OLYMPIC CASCADE FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its charter)

            Delaware                       001-12629             36-4128138
(State or other jurisdiction of    (Commission File Number)   (I.R.S. Employer
 incorporation or organization)                              Identification No.)

            875 North Michigan Avenue, Suite 1560, Chicago, IL 60611
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (312) 751-8833

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




Item 8.01 Other Events

      On August 20, 2004, Olympic Cascade Financial Corporation (the "Company")
issued a press release announcing that the Company had been advised by L3D3
L.L.C. of Delray Beach, Florida ("L3D3") of its intention to make an unsolicited
offer to acquire $5.625 million of a newly created class of voting preferred
stock of the Company. A copy of this press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit     Description
Number

99.1        Press Release dated August 20, 2004.

                                   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.

                                          OLYMPIC CASCADE FINANCIAL CORPORATION

                                          By: /s/ Mark Goldwasser
                                          -------------------------------------
                                          Mark Goldwasser
                                          President and Chief Executive Officer

Dated: August 23, 2004

EX-99.1

                                                                    EXHIBIT 99.1

                      OLYMPIC CASCADE FINANCIAL CORPORATION

News Release                                    Contacts:  Robert H. Daskal
                                                Acting Chief Financial Officer
                                                312-751-8833

                                                Beverly Jedynak
                                                Martin E. Janis & Co.
                                                312-943-1100

                      OLYMPIC CASCADE FINANCIAL CORPORATION
                ADVISED OF UNSOLICITED OFFER FOR EQUITY FINANCING
                   AND CHANGE OF CONTROL OF BOARD OF DIRECTORS

      Chicago, Illinois, August 20, 2004 -- Olympic Cascade Financial
Corporation (AMEX: OLY) (the "Company") announced today that it has been advised
by L3D3 L.L.C. of Delray Beach, Florida ("L3D3") of its intention to make an
unsolicited offer to acquire $5.625 million of a newly created class of voting
preferred stock of the Company. The offer apparently expires at 5:00 p.m. (EDT)
on Monday, August 23, 2004.

      L3D3's offer is conditioned, among other things, by the resignation of the
board of directors and officers of each of the Company and its wholly owned
subsidiary, National Securities Corporation. The Company has no knowledge of the
principals of L3D3, nor it does it have any certainty that L3D3 has the
financial ability to close the proposed transaction.

      The Company will appoint a special committee of independent directors to
evaluate the offer and to make recommendations to the Company's Board of
Directors concerning the appropriate response in the circumstances.

      The Company cautions its stockholders, and others considering trading in
the Company's securities, as follows: the Company has just received L3D3's
unsolicited proposal; the process of considering the proposal is only in its
beginning stages; no decisions whatsoever have been made by the Company in
respect to the Company's response, if any, to the proposal; and the Company will
proceed in a timely and orderly manner to consider the proposal and its
implications.

      Olympic Cascade Financial Corporation is a holding company for National
Securities Corporation. National, based in Seattle, Washington, conducts a full
service national brokerage and investment banking business.

      The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. This press release may contain certain
statements of a forward-looking nature relating to future events or future
business performance. Any such statements that refer to the Company's estimated
or anticipated future results or other non-historical facts are forward-looking
and reflect the Company's current perspective of existing trends and
information. These statements involve risks and uncertainties that cannot be
predicted or quantified and, consequently, actual results may differ materially
from those expressed or implied by such forward-looking statements. Such risks
and uncertainties include, among others, risks and uncertainties detailed in the
Company's Securities and Exchange Commission filings, including the Company's
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The
forward-looking statements speak only as of the date of this release. The
Company undertakes no obligation to update publicly any forward-looking
statement, whether as a result of new information, future events or otherwise.