<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
-----------------------
T&W FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Washington 91-1844249
(State of Incorporation) (I.R.S. Employer Identification Number)
6416 Pacific Highway East
Tacoma, Washington 98424
(800) 275-2111
(Address, including zip code, and telephone number, including area code, of
Registrant's Principal Executive Offices)
-------------------------
<TABLE>
<S> <C>
If this form relates to the registration of a If this form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become effective
filing pursuant to General Instruction A(c)(1) simultaneously with the effectiveness of a
please check the following box. [ ] concurrent registration statement under the
Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
<PAGE> 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The response to this item is incorporated by reference from the
information contained under the captions "Description of Capital
Stock" and "Shares Eligible for Future Sale," contained in the
Registration Statement on Form S-1, as filed with the Securities
and Exchange Commission on August 20, 1997, under the Securities
Act of 1933, as amended.
Item 2. Exhibits.
3.1 Articles of Incorporation
3.2 Bylaws
Incorporated by reference from the exhibit of the same number in
the Registrant's Registration Statement on Form S-1 filed with
the Securities and Exchange Commission on August 20, 1997.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 19, 1997
T&W FINANCIAL CORPORATION
By: /s/ Paul B. Luke
--------------------------------------
Paul B. Luke, Senior Vice President,
Treasurer and Secretary (Principal
Financial and Accounting Officer)
and Director
