LIFE FINANCIAL CORP
8-A12G, 1997-02-28
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE> 1





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                              LIFE FINANCIAL CORP.
                              --------------------
             (Exact name of registrant as specified in its charter)


DELAWARE                                       (being  applied for) 
- --------                                       ----------------------------
(state of incorporation or organization)       (IRS Employer Identification No.)



4110 Tigris Way, Riverside, California         92503
- --------------------------------------         -----
(Address of principal executive offices)       (Zip Code)




Securities to be registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                     --------------------------------------
                                (Title of class)





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Item 1.        Description of Registrant's Securities to be Registered.

         Incorporated  by reference to the portion of the  Prospectus  under the
heading "Description of Capital Stock of the Company," filed on January 27, 1997
as part of the Registrant's  Registration  Statement on Form S-1, No. 333-20497.
(See Exhibit 3 of Item 2).

Item 2.        Exhibits.

       1.      Copy of security to be registered hereunder is incorporated by
               reference to Exhibit 4.0 to Registrant's Registration Statement 
               on Form S-1, No. 333-20497, filed on January 27, 1997.

       2.      Copies of all constituent  instruments  defining the rights of
               all the  holders of each class of such  securities,  including
               any  contracts or other  documents  which limit or qualify the
               rights of such holders.

               (a)   Certificate of Incorporation

                     Incorporated   by   reference   to  Exhibit   3.1  to
                     Registrant's  Registration Statement on Form S-1, No.
                     333-20497, filed on January 27, 1997.

               (b)   Bylaws

                     Incorporated   by   reference   to  Exhibit   3.2  to
                     Registrant's  Registration Statement on Form S-1, No.
                     333-20497, filed on January 27, 1997.

               (c)   Agreement and Plan of Reorganization

                     Incorporated   by   reference   to  Exhibit   2.1  to
                     Registrant's  Registration Statement on Form S-1, No.
                     333-20497, filed on January 27, 1997.

       3.      Copy of the portion of the Prospectus entitled "Description of
               Capital Stock of the Company," filed on January 27, 1997 as part
               of the Registrant's Registration Statement on Form S-1,
               No. 333-20497.





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         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  as amended,  the  Registrant  has duly  caused  this  Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized.


                                  LIFE FINANCIAL CORP.
                                  --------------------
                                      (Registrant)


                                  Date:  February 28, 1997


                                  By:    /s/  Daniel L. Perl
                                         -------------------     
                                         Daniel L. Perl
                                         President and Chief Executive Officer




         


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