SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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Arcadia Financial, Ltd.
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(Name of Issuer)
Common Stock, par value = $.01
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(Title of Class of Securities)
039101100
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 039101100 13G Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Crabbe Huson Group, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 6,054,056
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
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8 SHARED DISPOSITIVE POWER
7,149,656
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,149,656
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.25%
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12 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 3 of 4 Pages
Item 1. (a) Name of Issuer:
Arcadia Financial, Ltd., a Minnesota Corporation
(b) Address of Issuer's Principal Executive Offices:
7825 Washington Ave., South, Suite 500, Minneapolis, MN 55439
Item 2. (a) Name of Person Filing:
Crabbe Huson Group, Inc.
(b) Address of Principal Business Office:
121 SW Morrison, Suite 1400, Portland, OR 97204
(c) Citizenship:
Massachusetts
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number:
039101100
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [X] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G)
(h) ( ) Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
<PAGE>
Page 4 of 4 Pages
Item 4. Ownership.
(a) & (b) The aggregate number of shares owned
beneficially by the reporting person as of December 31, 1998 is 7,149,656,
representing 18.25% of the outstanding common shares.
(c) Crabbe Huson Group, Inc. does not directly own any shares of the
Issuer. The number of shares as to which the reporting person has:
(i) Sole Power to Vote or Direct the Vote: -0- shares
(ii) Shared Power to Vote or Direct the Vote: 6,054,056 shares
(iii) Sole Powewr to Dispose or Direct the Disposition of: -0- shares
(iv) Shared Power to Dispose or Direct the Disposition of: 7,149,656
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company. N/A
Item 8. Identification and Classification of Members of the Group. Crabbe
Huson Group, Inc. disclaims beneficial ownership of all shares owned
by each of its clients and employees and also disclaims that a "group"
within the meaning of Rule 13d-5(b) under the Securities Exchange Act
of 1934 has been or will be formed.
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: February 12, 1999
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Crabbe Huson Group, Inc.
By: /s/James E. Crabbe
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James E. Crabbe
President
