Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
GOLDWASSER MARK
  2. Issuer Name and Ticker or Trading Symbol
OLYMPIC CASCADE FINANCIAL CORP [OLYD.OB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
GREENBERT TRAURIG LLP, 200 PARK AVE 14TH FL
3. Date of Earliest Transaction (Month/Day/Year)
02/14/2005
(Street)

NEW YORK, NY 10166
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1) $ 1.375 02/14/2005   A   60,000   02/14/2005 02/14/2010 Common Stock 60,000 $ 0 60,000 D  
Stock Option (right to buy) (1) $ 3.875 02/14/2005   D(2)     12,000 01/10/2001 01/10/2006 Common Stock 12,000 $ 0 0 D  
Stock Option (right to buy) (1) $ 1.375 02/14/2005   A(2)   12,000   02/14/2005 02/14/2010 Common Stock 12,000 $ 0 72,000 D  
Stock Option (right to buy) (1) $ 6.125 02/14/2005   D(3)     30,000 08/28/2000 08/28/2005 Common Stock 30,000 $ 0 0 D  
Stock Option (right to buy) (1) $ 1.375 02/14/2005   A(3)   30,000   02/14/2005 02/14/2010 Common Stock 30,000 $ 0 102,000 D  
Stock Option (right to buy) (1) $ 2 02/14/2005   D(4)     15,000 02/12/2002 02/12/2007 Common Stock 15,000 $ 0 0 D  
Stock Option (right to buy) (1) $ 1.375 02/14/2005   A(4)   15,000   02/14/2005 02/14/2010 Common Stock 15,000 $ 0 117,000 D  
Stock Option (right to buy) (1) $ 2.75 02/14/2005   D(5)     250,000   (5) 01/23/2009 Common Stock 250,000 $ 0 0 D  
Stock Option (right to buy) (1) $ 1.375 02/14/2005   A(5)   250,000   02/14/2005 02/14/2010 Common Stock 250,000 $ 0 367,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOLDWASSER MARK
GREENBERT TRAURIG LLP
200 PARK AVE 14TH FL
NEW YORK, NY 10166
  X   X   President and CEO  

Signatures

 Mark Goldwasser   02/16/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Granted in accordance with issuer's stock option plans.
(2) Cancellation of outstanding option and grant of replacement option. The option was originally granted on January 10, 2001.
(3) Cancellation of outstanding option and grant of replacement option. The option was originally granted on August 28, 2000.
(4) Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on February 12, 2002.
(5) Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on January 23, 2004 and provided for vesting in three equal annual installments beginning on the grant date.

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