Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  ST CLOUD CAPITAL PARTNERS LP
 2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2006		 3. Issuer Name and Ticker or Trading Symbol
OLYMPIC CASCADE FINANCIAL CORP [OLYD.OB]
(Last)
(First)
(Middle)
10866 WILSHIRE BLVD., SUITE 1450		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90024		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock 01/11/2006   (1) Common Stock 1,133,333 $ 0.75 I See Footnote (2)
Warrants (right to buy) 01/11/2006 01/11/2011 Common Stock 255,000 $ 1 I See Footnote (2)
11% Convertible Promissory Note 01/11/2006 01/11/2011 Common Stock 850,000 $ 1 I See Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ST CLOUD CAPITAL PARTNERS LP
10866 WILSHIRE BLVD.
SUITE 1450
LOS ANGELES, CA 90024		     X    
SCGP LLC
C/O ST CLOUD CAPITAL LLC
10866 WILSHIRE BLVD
LOS ANGELES, CA 90024		     X    
ST CLOUD CAPITAL LLC
C/O ST CLOUD CAPITAL LLC
10866 WILSHIRE BLVD
LOS ANGELES, CA 90024		     X    
GELLER MARSHALL S
C/O ST. CLOUD CAPITAL PARTNERS, L.P.
10866 WILSHIRE BLVD., SUITE 1450
LOS ANGELES, CA 90024		     X    

Signatures

Michael A. Schwartz, Esq., as attorney-in-fact (for St. Cloud Capital Partners, L.P.) 01/23/2006
**Signature of Reporting Person Date
Michael A. Schwartz, Esq., as attorney-in-fact (for SCGP, LLC) 01/23/2006
**Signature of Reporting Person Date
Michael A. Schwartz, Esq., as attorney-in-fact (for St. Cloud Capital, LLC) 01/23/2006
**Signature of Reporting Person Date
Michael A. Schwartz, Esq., as attorney-in-fact (for Marshall S. Geller) 01/23/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Series B Convertible Preferred Stock has no expiration date.
(2) These securities are beneficially owned directly by St. Cloud Captial Partners, L.P. ("St. Cloud Partners"). In addition, these securities may be deemed to be beneficially owned indirectly by (i) SCGP, LLC, as the general partner of St. Cloud Partners, (ii) St. Cloud Capital, LLC, as provider of management services to St. Cloud Partners and investment advice to SCGP, LLC and (iii) Marshall S. Geller, as senior managing member of SCGP, LLC. This report shall not be deemed an admission by any of the entities or individuals listed in (i)-(iii) of the previous sentence that they are the beneficial owners of the securities for purposes of Section 16 or for any other purpose.

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