S-3

As filed with the Securities and Exchange Commission on September 1, 2004

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Hanmi Financial Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

95-4788120

(I.R.S. Employer Identification No.)

3660 Wilshire Boulevard

Suite PH-A

Los Angeles, California 90010

(213) 382-2200

(Address, including, zip code, and telephone number, including area code, of registrant’s principal executive office)

Jae Whan Yoo

President and Chief Executive Officer

3660 Wilshire Boulevard

Suite PH-A

Los Angeles, California 90010

(213) 382-2200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Lee Meyerson, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

     Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box.    o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.    o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to be	Offering Price	Aggregate	Amount of
Securities to be Registered	Registered(1)	Per Unit(2)	Offering Price(2)	Registration Fee
Common Stock, par value $0.001 per share	3,947,369	$32.20	$127,105,282	$16,104.24

(1)	Pursuant to Rule 416 under the Securities Act, as amended, this registration statement also covers such additional number of shares of common stock as may become issuable under any stock split, stock dividend, or similar transaction.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act based on the average of the high and low sales prices for the registrant’s common stock as quoted on the Nasdaq National Market System on August 31, 2004.

     Hanmi Financial Corporation hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until it shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 1, 2004

PROSPECTUS

3,947,369 Shares

Hanmi Financial Corporation

Common Stock

      We issued 3,947,369 shares of our common stock in a private placement in April 2004. Selling stockholders will use this prospectus to resell shares of our common stock issued to them in the private placement.

      We will not receive any of the proceeds from the sale of the shares of common stock by any of the selling stockholders.

      Shares of our common stock are quoted on the Nasdaq National Market System under the trading symbol “HAFC.” The last reported sale price of the shares on August 31, 2004 was $32.08 per share.

       Investing in our common stock involves risks. See “Risk Factors” beginning on page 4.

       These securities are not deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

      Neither the Securities and Exchange Commission nor any state securities commission or regulator has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

                    , 2004

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS		i
PROSPECTUS SUMMARY		1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION		3
RISK FACTORS		4
USE OF PROCEEDS		6
REGISTRATION RIGHTS		6
DESCRIPTION OF CAPITAL STOCK		8
SELLING STOCKHOLDERS		9
CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS		12
PLAN OF DISTRIBUTION		14
LEGAL MATTERS		16
EXPERTS		16
WHERE YOU CAN FIND MORE INFORMATION		16
DOCUMENTS INCORPORATED BY REFERENCE		16
Certificate of Second Amendment of Incorporation
Registration Rights Agreement
Opinion & Consent of Simpson Thacher & Bartlett LLP
Consent of KPMG LLP
Consent of KPMG LLP
Consent of PricewaterhouseCoopers LLP

ABOUT THIS PROSPECTUS

      This prospectus constitutes part of a registration statement on Form S-3 that we filed with the SEC through what is known as the shelf registration process. Under this process, any selling stockholder may sell the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities the selling stockholders may offer. A prospectus supplement may also add, update, or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information to which we refer you as described under the headings “Where You Can Find More Information” and “Documents Incorporated by Reference”.

          NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, THAT INFORMATION OR THOSE REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY HANMI FINANCIAL CORPORATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF HANMI FINANCIAL CORPORATION SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY OR OF ANY SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION.

i

PROSPECTUS SUMMARY

      This summary provides a brief overview of Hanmi Financial Corporation. In this prospectus, “Hanmi,” “we,” “us,” and “our” refer to Hanmi Financial Corporation and its consolidated subsidiaries unless otherwise expressly stated or where the context otherwise requires. For more complete information on Hanmi and our consolidated financial statements, and a more complete understanding of the terms of the offered securities, before making your investment decision, you should carefully read this prospectus, the relevant prospectus supplement, if any, and the documents referred to in “Where You Can Find More Information.”

Hanmi Financial Corporation

      Hanmi is a Delaware corporation incorporated on March 14, 2000 pursuant to a Plan of Reorganization and Agreement of Merger to be the holding company for Hanmi Bank, and became the holding company for Hanmi Bank in June 2000. Hanmi Bank, the sole subsidiary of Hanmi, was incorporated under the laws of the State of California on August 24, 1981, and was licensed by the California Department of Financial Institutions on December 15, 1982. Effective April 30, 2004, Pacific Union Bank, a California banking corporation (“PUB”), merged with and into Hanmi Bank.

      Hanmi Bank is a community bank conducting general business banking with its primary market encompassing the multi-ethnic population of the Los Angeles, Orange, San Diego, Santa Clara and San Francisco counties. Hanmi Bank’s full-service offices are located in business areas where many of the businesses are run by immigrants and other minority groups. Hanmi Bank’s client base reflects the multi-ethnic composition of these communities. Hanmi Bank currently has 27 full-service branches.

      Hanmi Bank’s deposit accounts are insured under the Federal Deposit Insurance Act up to applicable limits, and the Bank is a member of the Federal Reserve System. Hanmi Bank is subject to examination and regulation by the Board of Governors of the Federal Reserve System, which is Hanmi Bank’s primary federal regulator, the Federal Deposit Insurance Corporation, or FDIC, and the California Department of Financial Institutions, which is Hanmi Bank’s chartering authority and its primary state regulator.

      Our principal executive offices are located at 3660 Wilshire Boulevard, Suite PH-A, Los Angeles, California, 90010, and our telephone number is (213) 382-2200. Our Web site is www.hanmifinancial.com. None of the information on or hyperlinked from our website is part of this prospectus.

1

The Offering

Issuer	Hanmi Financial Corporation
Seller	One or more selling stockholders; for more information, see “Selling Stockholders.” We are not selling any of the shares of common stock.
Common Stock Offered	3,947,369 shares
Use of Proceeds	We will not receive any proceeds from the sale by any selling stockholder of the shares of common stock offered under this prospectus. See “Use of Proceeds.”
Nasdaq National Market System Symbol for our Common Stock	Our common stock is quoted on Nasdaq National Market System under the symbol “HAFC.”

Risk Factors

      You should read the “Risk Factors” section to understand the risks associated with an investment in the common stock.

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

      This document contains forward-looking statements about Hanmi that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These statements may be made directly in this document or may be incorporated in this document by reference to other documents. Representatives of Hanmi may also make forward-looking statements. Forward-looking statements are statements that are not historical facts. Words such as “expect,” “feel,” “believe,” “will,” “may,” “anticipate,” “plan,” “estimate,” “intend,” “should” and similar expressions, or the negative of those expressions, are intended to identify forward-looking statements. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. These statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond the control of Hanmi.

      Some of the risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking information and statements include, but are not limited to:

•  increases in competitive pressure among financial institutions or from non-financial institutions;

•  changes in the interest rate environment;

•  changes in deposit flows, loan demand or real estate values;

•  changes in accounting principles, policies or guidelines;

•  legislative or regulatory changes;

•  changes in general economic conditions, either nationally or in some or all of the operating areas in which we conduct business, or conditions in securities markets or the banking industry;

•  other economic, competitive, governmental, regulatory, geopolitical and technological factors affecting operations, pricing and services; and

•  those discussed and identified elsewhere in this document, including under the heading “Risk Factors”, and in other public filings with the Securities and Exchange Commission made by Hanmi.

      You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this document or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements concerning matters addressed in this document and attributable to Hanmi or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, Hanmi does not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of unanticipated events.

3

RISK FACTORS

      In addition to the other information in this prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Information,” you should consider the matters described below before deciding whether to invest in our common stock.

We may fail to realize the anticipated benefits of our acquisition of PUB.

      The success of our acquisition of PUB will depend on, among other things, our ability to realize anticipated cost savings and revenue enhancements and to combine the businesses of our subsidiary bank and PUB in a manner that permits growth opportunities to occur and that does not materially disrupt existing customer relationships or result in decreased revenues resulting from any loss of customers. If we are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.

      It is possible that the integration process could result in the loss of key employees, the disruption of our ongoing businesses, diversion of management time on merger-related issues, or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationship with customers and employees or to achieve the anticipated benefits of the merger.

Deterioration of economic conditions in Southern California could adversely affect our loan portfolio and reduce the demand for our services.

      Our business is focused in Southern California, primarily in the greater Los Angeles and Orange County areas. The Los Angeles area has experienced a downturn in economic activity in line with the slowdown in California during 2003. Economic activity slowed significantly immediately following the September 11, 2001 terrorist attacks. Unemployment levels have increased since mid 2001, especially in Los Angeles and Orange County, which is the geographic center and base of our deposit and lending activity. In the early 1990s, the California economy experienced an economic recession that increased the level of delinquencies and losses for us and many of the state’s other financial institutions. Another recession could occur. An economic slow-down in Southern California could have the following consequences, any of which could reduce our net income:

•  loan delinquencies may increase;

•  problem assets and foreclosures may increase;

•  claims and lawsuits may increase;

•  demand for our products and services may decline; and

•  collateral for loans made by us, especially real estate, may decline in value, in turn reducing customers’ borrowing power, reducing the value of assets associated with problem loans and reducing collateral coverage of our existing loans.

We could be negatively impacted by a downturn in economic conditions in Asia.

      Even though most of our trade finance activities are related to trade with Asia, all of our loans are made to companies domiciled in the United States. Some of our loans are made to companies that are subsidiaries of companies domiciled in Korea and, often, the repayment of these loans is guaranteed by or dependent upon the Korean parent company. Consequently, we may have exposure to economic conditions in Asia. Adverse economic and political conditions in Asia, including currency devaluation, crises in leadership succession, or military conflict, may increase our exposure to economic and transfer risk. Transfer risk may increase because of an entity’s inability to obtain the foreign exchange needed to meet its obligations or to provide liquidity. Although our operations have not been adversely affected by the fiscal crisis in Asia which began in 1998, we cannot assure you that in this crisis or in a similar crisis our financial condition and results of operations would not be negatively impacted.

4

      PUB has historically had exposure to the economy of South Korea with respect to certain of its loans and credit transactions. Such exposure has consisted of (1) extensions of credit to banks in South Korea in the form of letters of credit discount transactions; (2) loans to borrowers in the U.S. secured by stand-by letters of credit issued by banks in South Korea; and (3) loans to U.S. affiliates or subsidiaries of companies in South Korea.

      South Korea’s economy is currently recovering from the same fiscal crisis affecting most of Asia which began in 1998. In addition to the three types of credit extensions described above, PUB historically issued performance letters of credit on behalf of certain large, internationally-known Korean companies in connection with such companies’ transactions in the U.S. PUB did not experience any losses with respect to such letters of credit over the past six years. Notwithstanding the former PUB’s efforts to minimize its exposure to downturns in the Korean economy with respect to the above-described credit extensions, there can be no assurance that the efforts will be successful, and another significant downturn in the Korean economy could result in significant credit losses for us.

      In addition to credit risks, because our customer base is largely Korean-American, our deposit base could significantly decrease as a result of a deterioration of the Korean economy. We believe that this may result because some of our customers may need funds for their local businesses which may be affected by the Korean economy, or may temporarily withdraw deposits in order to transfer funds and benefit from gains on foreign exchange and interest rates and/or to help their relatives or affiliated companies in South Korea during downturns in the Korean economy. A significant decrease in the company’s deposits could also have a material adverse effect on our financial condition and results of operations.

Borrowers’ inability to pay their commercial real estate loans may have a material impact on us.

      Approximately $554.9 million or 63.7% of PUB’s loan portfolio at March 31, 2004 and $769.0 million or 59.2% of Hanmi Bank’s loan portfolio at March 31, 2004 was concentrated in commercial real estate loans. Although commercial real estate loans generally provide for higher interest rates and shorter terms than single family residential loans, such loans generally involve a higher degree of risk, as the ability of borrowers to repay these loans is often dependent upon the profitability of the borrowers’ businesses. An increase in the percentage of nonperforming assets in our commercial real estate, commercial and industrial loan portfolio may have a material impact on our financial condition and results of operations.

We have specific risks associated with Small Business Administration, or SBA loans.

      We have generally sold the guaranteed portion of SBA loans in the secondary market. There can be no assurance that we will be able to continue originating these loans, or that a secondary market will exist for, or that we will continue to realize premiums upon the sale of, the guaranteed portions of the SBA loans. The federal government presently guarantees 75% to 85% of the principal amount of each qualifying SBA loan. There can be no assurance that the federal government will maintain the SBA program, or if it does, that such guaranteed portion will remain at its current funding level. Furthermore, there can be no assurance that we will retain our preferred lender status, which, subject to certain limitations, allows us to approve and fund SBA loans without the necessity of having the loan approved in advance by the SBA, or that if we do, the federal government will not reduce the amount of such loans which can be made by us.

      We believe that our SBA loan portfolio does not involve more than a normal risk of collection. However, since we have sold the guaranteed portion of substantially all of our SBA loan portfolio, we incur a pro rata credit risk on the nonguaranteed portion of the SBA loans since we share pro rata with the SBA in any recoveries. In the event of default on an SBA loan, our pursuit of remedies against a borrower is subject to SBA approval, and where the SBA establishes that its loss is attributable to deficiencies in the manner in which the loan application has been prepared and submitted, the SBA may decline to honor its guarantee with respect to our SBA loans or it may seek the recovery of damages from us.

5

We are exposed to the risks of natural disasters.

      A major earthquake could result in material loss to us. Our operations are concentrated in Southern California, especially the greater Los Angeles and Orange County areas. A significant percentage of our loans is secured by real estate. California is prone to earthquakes, fires, flooding and other natural disasters. We have a disaster-recovery plan with offsite data processing resources located in New Jersey. However, our properties, and most of the real and personal property securing loans in our portfolio, are in Southern California. Many of our borrowers could suffer uninsured property damage, experience interruption of their businesses or lose their jobs after an earthquake. Those borrowers might not be able to repay their loans, and the collateral for loans could decline significantly in value. Unlike a bank with operations that are more geographically diversified, we will be vulnerable to greater losses if an earthquake, fire, flood or other natural catastrophe occurs in Southern California.

Provisions in our charter documents could delay or prevent changes in control.

      These provisions could make it more difficult for another company to acquire us, which could reduce the market price of our common stock and the price that you receive if you sell your shares in the future. These provisions include the following:

•  a provision requiring a two-thirds vote when stockholders approve certain amendments to our charter and bylaws;

•  a requirement that stockholders give advance notice of matters to be raised at a meeting of stockholders;

•  a requirement that certain acquisition transactions not approved by our board of directors receive the approval of two-thirds of the outstanding shares;

•  staggered terms of office for members of the board of directors;

•  a requirement that only the board of directors or chairman of the board or the president may call a special stockholders meeting; and

•  a provision that requires that stockholder action be taken only at an annual or special meeting and not by written consent in lieu of a meeting.

USE OF PROCEEDS

      We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock being offered by the prospectus.

REGISTRATION RIGHTS

      We have entered into a registration rights agreement with the holders of the common stock covered by this prospectus.

      When we file the shelf registration statement (of which this prospectus is a part), we will:

•  provide to each holder for whom the shelf registration statement was filed copies of the prospectus that is a part of the shelf registration statement;

•  notify each such holder when the shelf registration statement has become effective;

•  notify each such holder of the commencement of any suspension period (as described below); and

•  take certain other actions as are required to permit unrestricted resales of the common stock.

6

      Each holder who sells securities pursuant to the shelf registration statement generally will be:

•  required to be named as a selling holder in the related prospectus;

•  required to deliver a prospectus to the purchaser;

•  subject to certain of the civil liability provisions under the Securities Act in connection with the holder’s sales of common stock pursuant to the shelf registration statement; and

•  bound by the provisions of the registration rights agreement that are applicable to the holder (including certain indemnification rights and obligations).

      Each holder must notify us not later than three business days prior to any proposed sale by that holder pursuant to the shelf registration statement. This notice will be effective for five business days.

      We may suspend the holder’s use of the prospectus for a period not to exceed 45 days in any 90-day period, and not to exceed an aggregate of 90 days in any 360-day period, if:

•  the prospectus, in our good faith judgment, contains a material misstatement or omission as a result of an event that has occurred and is continuing; and

•  we reasonably determine that the disclosure of such event at such time would have a material adverse effect on the business of us and our subsidiaries taken as a whole.

      However, if the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede our ability to consummate such transaction, we may extend the suspension period from 45 days to 75 days; provided, however, the suspension period cannot exceed an aggregate of 90 days in any 360-day period.

7

DESCRIPTION OF CAPITAL STOCK

      In this section, we describe the material features and rights of our capital stock. This summary is qualified in its entirety by reference to applicable Delaware law, our certificate of incorporation, and our bylaws, as described below. See “Where You Can Find Additional Information”.

General

      We are currently authorized to issue 200,000,000 shares of common stock having a par value of $0.001 per share and 10,000,000 shares of preferred stock having a par value of $0.001 per share. Each share of our common stock has the same relative rights as, and is identical in all respects to, each other share of our common stock.

      As of June 30, 2004, there were 24,438,017 shares of our common stock outstanding and 1,016,766 shares of our common stock reserved for issuance pursuant to our stock option plans.

Common Stock

      Distributions. Subject to certain regulatory restrictions, we can pay dividends out of statutory surplus or from certain net profits if, as and when declared by our board of directors. The holders of our common stock are entitled to receive and share equally in dividends declared by our board of directors out of funds legally available therefor. If we issue preferred stock, the holders of that preferred stock may have a priority over the holders of our common stock with respect to dividends.

      We are a holding company, and our primary source for the payment of dividends on our common stock is dividends we receive from our direct, wholly owned subsidiary, Hanmi Bank. The payment of dividends by Hanmi Bank is subject to limitations that are imposed by law and applicable regulation.

      Voting Rights. The holders of our common stock possess exclusive voting rights in Hanmi. They elect our board of directors and act on such other matters as are required to be presented to them under Delaware law or our certificate of incorporation or as are otherwise presented to them by the board of directors. Each holder of common stock is entitled to one vote per share and does not have any right to cumulate votes in the election of directors. Certain matters require a two-thirds stockholders vote.

      Liquidation. In the event of any liquidation, dissolution or winding up of Hanmi Bank, Hanmi as holder of Hanmi Bank’s capital stock would be entitled to receive, after payment or provision for payment of all debts and liabilities of Hanmi Bank (including all deposit accounts and accrued interest thereon) and after distribution of the balance in the special liquidation account to certain depositors of Hanmi Bank, all assets of Hanmi Bank available for distribution. In the event of liquidation, dissolution or winding up of Hanmi, the holders of our common stock would be entitled to receive, after payment or provision for payment of all our debts and liabilities, all of the assets of Hanmi available for distribution. If preferred stock is issued, the holders of the preferred stock may have a priority over the holders of the common stock in the event of liquidation or dissolution.

      Preemptive Rights. Holders of our common stock do not have preemptive rights with respect to any shares that may be issued. Shares of our common stock are not subject to redemption.

      Restrictions on Common Stock in connection with the trust preferred offering. Under the terms of the debt instruments issued in connection with our trust preferred financings, we cannot declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of our capital stock if (1) an event of default under any such debt instrument has occurred and is continuing or (2) if we give notice of our election to begin an extension period whereby we defer payment of interest on the trust preferred securities for a period of up to twenty consecutive quarterly interest payment periods and have not rescinded such notice, or such an extension period, or any extension thereof, shall be continuing.

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Preferred Stock

      We may issue shares of preferred stock with such designations, powers, preferences and rights as our board of directors may from time to time determine. Our board of directors can, without stockholder approval, issue preferred stock with voting, dividend, liquidation and conversion rights which could dilute the voting strength of the holders of our common stock and may assist management in impeding an unsolicited takeover or attempted change in control.

SELLING STOCKHOLDERS

      The shares of common stock covered by this prospectus were originally issued and sold by us in a private placement to accredited investors which was consummated in April 2004. We used the proceeds from the private placement to fund a portion of the purchase price we paid for the acquisition of PUB. As part of the private placement, we entered into a registration rights agreement pursuant to which we agreed, among other things, to prepare and file the shelf registration statement of which this prospectus is a part.

      The selling stockholders listed below may from time to time offer and sell pursuant to this prospectus any or all of the shares of common stock listed opposite their names below. When we refer to the “selling stockholders” in this prospectus, we mean those persons listed in the table below, as well as the pledgees and donees, assignees, transferees, successors and others who later hold any of the selling stockholders’ interests, provided those interests still are “transfer restricted securities” as defined in the registration rights agreement.

      The table below sets forth the name of each selling stockholder and the number of shares of common stock that each selling stockholder listed below may offer pursuant to this prospectus. Only those selling stockholders listed below or their assignees, transferees, successors and others who later hold any of the selling stockholders’ interests, or the selling stockholders pledgees or donees may offer and sell the common stock pursuant to this prospectus. Unless otherwise described below, to our knowledge, no selling stockholder nor any of its affiliates has held any position or office with, been employed by or otherwise had any material relationship with us or our affiliates during the three years prior to the date of this prospectus. In addition, except as set forth below, to the best of our knowledge, none of the selling stockholders beneficially owns any shares of our common stock.

      We have prepared the table below based on information the selling stockholders have provided to us. However, the selling stockholders may offer for sale pursuant to this prospectus from time to time any or all of the common stock listed below. Accordingly, no estimate can be given as to the shares of common stock that the selling stockholders will hold upon consummation of any such sales. In addition, the selling stockholders listed in the table below may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their common stock since the date as of which the information in the table is presented.

      Information about the selling stockholders may change over time. Changes in information may be set forth in prospectus supplements.

	Number of Shares		Percentage of
	of Common Stock		Common Stock
Name	That May Be Sold		Outstanding
Aramus Portfolio Ltd.(1)		39,800		*
William F. Bahl		22,500		*
Banc Fund V L.P.(2)		118,421		*
Banc Fund VI L.P.(3)		118,421		*
Banzai Offshore Fund Ltd.(4)		39,604		*
Banzai Partners LP(4)		36,290		*
Bay Pond Investors (Bermuda) L.P.(5)		47,000		*
Bay Pond Partners, L.P.(5)		177,000		*
Canyon Value Realization Fund, LP(6)		11,000		*

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	Number of Shares		Percentage of
	of Common Stock		Common Stock
Name	That May Be Sold		Outstanding
Benjamin Diesbach		10,000		*
Financial Stocks Capital Partners II L.P.(7)		251,579		1.03	%
Financial Stocks Capital Partners III L.P.(8)		278,421		1.14	%
First Financial Fund, Inc.		198,316		*
Franklin Mutual Beacon Fund(9)		372,582		1.52	%
Franklin Mutual Recovery Fund(9)		56,715		*
Vere W. Gaynor		22,500		*
Ki Tae Hong and Jung Y. Hong, community property(10)		52,632		*
Peter H. Huizenga		52,632		*
Lawrence Offshore Partners, LLC(11)		22,000		*
Lawrence Partners, LP(11)		20,000		*
Joon H. Lee(12)		98,947		*
Lorraine Lee(13)		20,000		*
Richard B.C. Lee(14)		128,211		*
Mutual Beacon Fund (Canada)(15)		94,404		*
Mutual Financial Services Fund(15)		511,576		2.09	%
Mutual Recovery Fund LTD.(15)		17,354		*
Peter C. Cook, Ttee, Peter C. Cook Trust, MOD/ AMD 11/26/96 & Succ Ttee(16)		52,632		*
Points West International Investments Ltd.(17)		59,580		*
Joseph K. Rho and Stella A. Rho, in joint tenancy(18)		98,947		*
J. David Rosenberg		142,200		*
The Betsey Huizenga Trust(19)		6,579		*
The Greta Huizenga Family Trust(19)		6,579		*
The Peter H. Huizenga, Jr. Trust(19)		6,579		*
The Timothy D. Huizenga Trust(19)		6,579		*
Third Point Offshore Fund Ltd.(20)		436,700		1.79	%
Third Point Partners LP(20)		217,300		*
Wolf Creek Investors (Bermuda) L.P.(21)		38,600		*
Wolf Creek Partners, L.P.(22)		25,600		*
Won R. Yoon(23)		31,589		*
Total		3,947,369		16.15	%

* Less Than 1%

(1)	Wellington Management Company, LLP as investment advisor registered under the Investment Advisers Act of 1940 (the “Investment Advisers Act”) has shared voting and/or investment power over these securities with the selling stockholder. The selling stockholder owns 4,635 shares of our common stock that is not being registered hereby.
(2)	The selling stockholder owns 33,324 shares of our common stock that is not being registered hereby.
(3)	The selling stockholder owns 33,859 shares of our common stock that is not being registered hereby.
(4)	Daniel S. Loeb has voting and/or investment power over these securities.
(5)	Wellington Management Company, LLP as investment advisor registered under the Investment Advisers Act has shared voting and/or investment power over these securities with the selling stockholder.

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(6)	Lawrence Garshofsky has voting and/or investment power over these securities.
(7)	Steven N. Stein, Chairman and CEO of Financial Stocks, Inc. and John M. Stein, President of Financial Stocks, Inc. have voting and/or investment power over these securities. Financial Stocks, Inc. is the sole general partner of Financial Stocks Capital Partners II L.P. Affiliates of Financial Stocks, Inc. acquired trust preferred securities issued by Hanmi Capital Trust I, Hanmi Capital Trust II and Hanmi Capital Trust III. A portion of these securities were or will be securitized in transactions in which an affiliate of Financial Stocks, Inc. serves as collateral manager.
(8)	Steven N. Stein, Chairman and CEO of Finstocks Capital Management, LLC and John M. Stein, President of Finstocks Capital Management, LLC. have voting and/or investment power over these securities. Finstocks Capital Management, LLC. is the sole general partner of Financial Stocks Capital Partners III L.P. Affiliates of Finstocks Capital Management, LLC acquired trust preferred securities issued by Hanmi Capital Trust I, Hanmi Capital Trust II and Hanmi Capital Trust III. A portion of these securities were or will be securitized in transactions in which an affiliate of Finstocks Capital Management, LLC. serves as collateral manager.
(9)	Franklin Mutual Advisers, LLC has voting and investment power over these securities pursuant to an advisory contract with the selling stockholder. David Winters is the Chief Investment Officer of Franklin Mutual Advisers, LLC. Franklin Mutual Advisers, LLC disclaims beneficial ownership of the securities.

(10)	Mr. Hong is a member of the board of directors of our subsidiary Hanmi Bank. The selling stockholders owns 194,859 shares of our common stock that is not being registered hereby.
(11)	Lawrence Garshofsky has voting and/or investment power over these securities.
(12)	Mr. Lee is a member of our board of directors. The selling stockholder owns 489,891 shares of our common stock that is not being registered hereby.
(13)	The selling stockholder is the sister of one of the members of our board of directors.
(14)	Mr. Lee is a member of our board of directors. The selling stockholder owns 435,449 shares of our common stock that is not being registered hereby.
(15)	Franklin Mutual Advisers, LLC has voting and investment power over these securities pursuant to an advisory contract with the selling stockholder. David Winters is the Chief Investment Officer of Franklin Mutual Advisers, LLC. Franklin Mutual Advisers, LLC disclaims beneficial ownership of the securities.
(16)	Peter C. Cook has voting and/or investment power over these securities.
(17)	Daniel S. Loeb has voting and/or investment power over these securities.
(18)	Mr. Rho is a member of our board of directors. The selling stockholders owns 194,859 shares of our common stock that is not being registered hereby.
(19)	Peter H. Huizenga has voting and/or investment power over these securities.
(20)	Daniel S. Loeb has voting and/or investment power over these securities.
(21)	Wellington Management Company, LLP as investment advisor registered under the Investment Advisers Act has shared voting and/or investment power over these securities with the selling stockholder. The selling stockholder owns 417 shares of our common stock that is not being registered hereby.
(22)	Wellington Management Company, LLP as investment advisor registered under the Investment Advisers Act has shared voting and/or investment power over these securities with the selling stockholder. The selling stockholder owns 619 shares of our common stock that is not being registered hereby.
(23)	The selling stockholder is a member of our board of directors. The selling stockholder owns 783,485 shares of our common stock that is not being registered hereby.

      Selling stockholders that are also broker-dealers may be deemed to be “underwriters” within the meaning of that term under the Securities Act. We have been advised that none of the selling stockholders identified herein are broker-dealers or affiliates of broker-dealers.

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CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX

CONSEQUENCES TO NON-U.S. HOLDERS

      The following is a summary of certain United States federal income and estate tax consequences of the purchase, ownership and disposition of our common stock as of the date hereof. Except where noted, this summary deals only with common stock that is held as a capital asset by a non-U.S. holder.

      A “non-U.S. holder” means a person (other than a partnership) that is not for United States federal income tax purposes any of the following:

•  an individual citizen or resident of the United States;

•  a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•  an estate the income of which is subject to United States federal income taxation regardless of its source; or

•  a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

      This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income and estate tax consequences different from those summarized below. This summary does not address all aspects of United States federal income and estate taxes and does not deal with foreign, state, local or other tax considerations that may be relevant to non-U.S. holders in light of their personal circumstances. In addition, it does not represent a detailed description of the United States federal income and estate tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws (including if you are a United States expatriate, “controlled foreign corporation,” “passive foreign investment company,” “foreign personal holding company,” corporation that accumulates earnings to avoid United States federal income tax or an investor in a pass-through entity). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.

      If a partnership holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common stock, you should consult your tax advisors.

      If you are considering the purchase of our common stock, you should consult your own tax advisors concerning the particular United States federal income and estate tax consequences to you of the ownership of the common stock, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

Dividends

      Dividends paid to a non-U.S. holder of our common stock generally will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, where a tax treaty applies, are attributable to a United States permanent establishment of the non-U.S. holder) are not subject to the withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to United States federal income tax on a net income basis in the same manner as if the non-U.S. holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

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      A non-U.S. holder of our common stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required to (a) complete Internal Revenue Service Form W-8BEN (or other applicable form) and certify under penalty of perjury that such holder is not a United States person as defined under the Code or (b) if our common stock is held through certain foreign intermediaries, satisfy the relevant certification requirements of applicable United States Treasury regulations. Special certification and other requirements apply to certain non-U.S. holders that are entities rather than individuals.

      A non-U.S. holder of our common stock eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the Internal Revenue Service.

Gain on Disposition of Common Stock

      Any gain realized on the disposition of our common stock generally will not be subject to United States federal income tax unless:

•  the gain is effectively connected with a trade or business of the non-U.S. holder in the United States, and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder;

•  the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

•  we are or have been a “United States real property holding corporation” for United States federal income tax purposes.

      An individual non-U.S. holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated United States federal income tax rates. An individual non-U.S. holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by United States source capital losses, even though the individual is not considered a resident of the United States. If a non-U.S. holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty.

      We believe we are not and do not anticipate becoming a “United States real property holding corporation” for United States federal income tax purposes.

Federal Estate Tax

      Common stock held by an individual non-U.S. holder at the time of death will be included in such holder’s gross estate for United States federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Information Reporting and Backup Withholding

      We must report annually to the Internal Revenue Service and to each non-U.S. holder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.

      A non-U.S. holder will be subject to backup withholding for dividends paid to such holder unless such holder certifies under penalty of perjury that it is a non-U.S. holder, and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code, or such holder otherwise establishes an exemption.

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      Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of our common stock within the United States or conducted through certain United States-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code) or such owner otherwise establishes an exemption.

      Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s United States federal income tax liability provided the required information is furnished to the Internal Revenue Service.

PLAN OF DISTRIBUTION

      We are registering the shares of common stock covered by this prospectus to permit holders to conduct public secondary trading of these securities from time to time after the date of this prospectus. We have agreed, among other things, to bear all expenses, other than underwriting discounts and selling commissions, in connection with the registration and sale of the shares of common stock covered by this prospectus.

      We will not receive any of the proceeds from the selling stockholders’ offers of the shares of common stock. The selling stockholders have advised us that the selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time:

•  directly; or

•  through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or concessions from the selling stockholders or from the purchasers of the shares of common stock for whom they may act as agent.

      The shares of common stock may be sold from time to time in one or more transactions at:

•  fixed prices, which may be changed;

•  prevailing market prices at the time of sale;

•  varying prices determined at the time of sale; or

•  negotiated prices.

      These prices will be determined by the holders of the securities or by agreement between these holders and underwriters or dealers who may receive fees or commissions in connection with the sale. The aggregate proceeds to the selling stockholders from the sale of the shares of common stock offered by them hereby will be the purchase price of the shares of common stock less discounts and commissions, if any.

      The sales described in the preceding paragraph may be effected in transactions:

•  on any national securities exchange or quotation service on which the shares of common stock may be listed or quoted at the time of sale, including The Nasdaq National Market;

•  in the over-the counter market;

•  in transactions otherwise than on such exchanges or services or in the over-the-counter market; or

•  through the writing of options, forward contracts or similar derivative instruments.

      These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

      In connection with sales of shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers. These broker-dealers may in turn engage in short sales of the shares of common stock in the course of hedging their positions. The selling stockholders may also sell the shares of common stock short and deliver shares of common stock to close out short positions, or loan or pledge shares of common stock to broker-dealers that in turn may sell the shares of common stock.

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      To our knowledge, there are currently no plans, arrangements or understandings between any selling stockholders and any underwriter, broker-dealer or agent regarding the sale of the shares of common stock by the selling stockholders. Selling stockholders may not sell any, or may not sell all, of the shares of common stock offered by them pursuant to this prospectus. In addition, we cannot assure you that a selling stockholder will not transfer, devise or gift the shares of common stock by other means not described in this prospectus. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.

      Some or all of the common stock covered by this prospectus may be sold to or through an agent, broker-dealer or underwriter. Any shares sold in that manner will be acquired by the agent, broker-dealer and underwriter for its own account and may be resold at different times in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The common stock may be offered to the public through underwriting syndicates presented by one or more managing underwriters or may be offered to the public directly by one or more underwriters. Any public offering price and any discounts or concessions allowed or paid to dealers may be changed at different times. Some of the agents, broker-dealers or underwriters and their associates may be customers of, engage in transactions with and perform services for us or the selling stockholders in the ordinary course of business. To the extent required, the specific number of shares of common stock to be sold, purchase price, public offering price, the names of any agent, broker-dealer or underwriter, and any applicable commission or discount and other terms constituting compensation from the selling stockholders and any other required information with respect to a particular offering will be set forth in an accompanying prospectus supplement or a post-effective amendment. To the extent required, this prospectus may be amended and supplemented from time to time or a post-effective amendment may be filed to describe a specific plan of distribution.

      The selling stockholders and any broker-dealers, agents or underwriters that participate with the selling stockholders in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act. In this case, any commissions received by these broker-dealers, agents or underwriters and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. In addition, any profits realized by the selling stockholders may be deemed to be underwriting commissions.

      The common stock covered by this prospectus was issued and sold in April 2004 in transactions exempt from the registration requirements of the Securities Act. We have agreed to indemnify each selling stockholder and their respective directors, officers, partners, employees and each person, if any, who controls such selling stockholder within the meaning of the Securities Act, and each selling stockholder has agreed to indemnify us, our directors, our officers, our employees and each person, if any, who controls Hanmi within the meaning of the Securities Act, against specified liabilities arising under the Securities Act. The selling stockholders and any other person participating in such distribution will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any such other person. In addition, Regulation M of the Exchange Act may restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the particular shares of common stock being distributed for a period of up to five business days prior to the commencement of distribution. This may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

      We are required by the registration rights agreement to use our reasonable best efforts to keep the registration statement, of which this prospectus is a part, effective until the earliest of:

•  one year following the date of effectiveness of the registration statement;

•  the date when the holders of the common stock subject to the Registration Rights Agreement are able to sell all such securities immediately without restriction pursuant to Rule 144(k) under the Securities Act;

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•  the date when all of the common stock subject to the registration rights agreement ceases to be outstanding; or

•  the sale, pursuant to the registration statement to which this prospectus relates, of all the securities registered thereunder.

      Our obligation to keep the registration statement to which this prospectus relates effective is subject to specified, permitted exceptions (see “Registration Rights”, above). In these cases, we may prohibit offers and sales of shares of common stock pursuant to the registration statement to which this prospectus relates.

LEGAL MATTERS

      The validity of the common stock offered hereunder has been passed upon for us by Simpson Thacher & Bartlett LLP.

EXPERTS

      The consolidated financial statements of Hanmi as of December 31, 2003 and 2002, and for each of the years in the three-year period ended December 31, 2003, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing in Hanmi’s 2003 Annual Report on Form 10-K incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

      The financial statements of PUB as of December 31, 2003 and 2001, and for each of the years ended December 31, 2003 and 2001, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing in PUB’s 2003 Annual Report on Form 10-K, incorporated herein by reference to Hanmi’s current report on Form 8-K/A filed July 26, 2004 and upon the authority of said firm as experts in accounting and auditing.

      The consolidated financial statements of PUB as of December 31, 2002, and the year ended December 31, 2002, have been incorporated by reference herein and in the registration statement in reliance upon the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, appearing in PUB’s 2003 Annual Report on Form 10-K incorporated herein by reference to Hanmi’s current report on Form 8-K/A filed July 26, 2004 and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and current reports and proxy statements and other information with the SEC. You may read and copy any document which we file at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings with the SEC are also available to the public over the Internet at a World Wide Web site maintained by the SEC at http://www.sec.gov.

      We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information shown in the registration statement. For further information with respect to us and the securities offered by this prospectus, you should read the registration statement and the exhibits thereto which you may inspect at the public reference facilities of the SEC, at the address shown above, or through the SEC’s Web site.

DOCUMENTS INCORPORATED BY REFERENCE

      The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by

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reference the documents listed below and any future filings made by us with the SEC which we may make under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (other than information in listed documents and future filings that is deemed not to be filed) until the termination of this offering:

•  our Annual Report on Form 10-K for the year ended December 31, 2003;

•  our Current Reports on Form 8-K filed on January 9, 2004, January 27, 2004, January 30, 2004, March 10, 2004, April 22, 2004, April 28, 2004 and May 3, 2004, and on Form 8-K/A, filed on July 14, 2004 and July 26, 2004;

•  our Quarterly Report on Form 10-Q for the quarters ended March 31, 2004 and June 30, 2004; and

•  the description of our common stock which is contained in our Registration Statement on Form 8-A (No. 000-30421) filed pursuant to Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description.

      You may request a copy of these incorporated filings without charge by writing or telephoning:

Hanmi Financial Corporation

3660 Wilshire Boulevard

Suite PH-A

Los Angeles, California 90010

(213) 382-2200

Attention: Lisa K. Pai

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3,947,369 Shares

Hanmi Financial Corporation

Common Stock

PROSPECTUS

                    , 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

      The Registrant is paying all of the selling stockholders’ expenses related to this offering, except the selling stockholders will pay any applicable broker’s commissions and expenses. The following table sets forth the approximate amount of fees and expenses payable by registrant in connection with this registration statement and the distribution of the shares of common stock registered hereby.

Securities and Exchange Commission registration fee		$	14,208.75
Transfer agent’s fees and expenses		$	1,150
Legal fees and expenses		$	40,000
Accounting fees and expenses		$	3,000
Printing expenses and miscellaneous expenses		$	10,000
	Total	$	68,358.75

      All of the above items except the registration fee are estimated.

Item 15. Indemnification of Directors and Officers

      The certificate of incorporation of Hanmi Financial Corporation the liability of Hanmi Financial Corporation’s directors for monetary damages arising from a breach of their fiduciary duties to Hanmi Financial Corporation and its stockholders, to the extent permitted by the Delaware General Corporation Law. Such limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission.

      Hanmi Financial Corporation’s certificate of incorporation provides that Hanmi Financial Corporation shall indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law. The bylaws of Hanmi Financial Corporation require Hanmi Financial Corporation to indemnify its directors and officers and such provisions require Hanmi Financial Corporation, among other things, (i) to indemnify its officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers provided such persons acted in good faith and in a manner reasonably believed to be in the best interests of Hanmi Financial Corporation and, with respect to any criminal action, had no cause to believe their conduct was unlawful; (ii) to advance the expenses actually and reasonably incurred by its officers and directors as a result of any proceeding against them as to which they could be indemnified and (iii) to obtain directors’ and officers’ insurance if available on reasonable terms. There is no action or proceeding pending or, to the knowledge of Hanmi Financial Corporation, threatened which may result in a claim for indemnification by any director, officer, employee or agent of Hanmi Financial Corporation.

      The registration rights agreement with respect to the offering of securities registered hereunder provides in certain instances, for indemnification of Hanmi Financial Corporation and its officers and directors by the holders of the securities registered hereunder, against certain liabilities including liabilities under the Securities Act of 1933.

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Item 16. Exhibits

      (a) Exhibits

3	.1	Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Hanmi Financial Corporation’s registration statement on Form S-4 (No. 333-32770) filed on March 20, 2000).
3	.2	Certificate of Second Amendment of Certificate of Incorporation.
3	.3	Bylaws of Hanmi Financial Corporation (incorporated by reference to Exhibit 3.2 filed as part of the Registration Statement on Forms S-4 (No. 333-32770) filed on March 20, 2000).
4	.3	Registration Rights Agreement among Hanmi Financial Corporation and the purchasers named on the signature page thereto dated as of April 30, 2004.
5	.1	Opinion and Consent of Simpson Thacher & Bartlett LLP.
23	.1	Consent of KPMG LLP.
23	.2	Consent of KPMG LLP.
23	.3	Consent of PricewaterhouseCoopers LLP.
23	.4	Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1 above).
24		A power of attorney is set forth on the signature page of the Registration Statement.

Item 17. Undertakings

      The undersigned registrant hereby undertakes as follows:

      (a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however. That paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

      (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where

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applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, trustee or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on September 1, 2004.

HANMI FINANCIAL CORPORATION

By:  /s/ JAE WHAN YOO

Jae Whan Yoo

President and Chief Executive Officer

POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints Jae Whan Yoo and Michael J. Winiarski his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including pre- and post-effective amendments) to this Registration Statement on Form S-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JAE WHAN YOO Jae Whan Yoo	President and Chief Executive Officer (Principal Executive Officer)	September 1, 2004
/s/ MICHAEL J. WINIARSKI Michael J. Winiarski	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	September 1, 2004
Ung Kyun Ahn	Director
Richard B.C. Lee	Director
/s/ JOSEPH K. RHO Joseph K. Rho	Director	September 1, 2004

II-4

Signature	Title	Date
I Joon Ahn	Director
/s/ JOON H. LEE Joon H. Lee	Director	September 1, 2004
/s/ STUART S. AHN Stuart S. Ahn	Director	September 1, 2004
/s/ CHANG KYU PARK Chang Kyu Park	Director	September 1, 2004
/s/ M. CHRISTIAN MITCHELL M. Christian Mitchell	Director	September 1, 2004
Won R. Yoon	Director
William J. Ruh	Director
/s/ KRAIG A. KUPIEC Kraig A. Kupiec	Director	September 1, 2004

II-5

INDEX TO EXHIBITS

3	.1	Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Hanmi Financial Corporation’s registration statement on Form S-4 (No. 333-32770) filed on March 20, 2000).
3	.2	Certificate of Second Amendment of Certificate of Incorporation.
3	.3	Bylaws of Hanmi Financial Corporation (incorporated by reference to Exhibit 3.2 filed as part of the Registration Statement on Forms S-4 (No. 333-32770) filed on March 20, 2000).
4	.3	Registration Rights Agreement among Hanmi Financial Corporation and the purchasers named on the signature page thereto dated as of April 30, 2004.
5	.1	Opinion and Consent of Simpson Thacher & Bartlett LLP.
23	.1	Consent of KPMG LLP.
23	.2	Consent of KPMG LLP.
23	.3	Consent of PricewaterhouseCoopers LLP.
23	.4	Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1 above).
24		A power of attorney is set forth on the signature page of the Registration Statement.

EX-3.2

                                                                     Exhibit 3.2


                                STATE OF DELAWARE
                         CERTIFICATE OF SECOND AMENDMENT
                         OF CERTIFICATE OF INCORPORATION
                         OF HANMI FINANCIAL CORPORATION

Hanmi Financial Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Hanmi Financial
Corporation resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of said corporation
for consideration thereof. The resolution setting forth the proposed amendment
is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "IV" so that, as amended, said Article
shall be and read as follows:

                                   ARTICLE IV

      The Corporation is authorized to issue two classes of stock, designated,
      respectively, Common Stock and Preferred Stock. The aggregate number of
      shares of all classes of capital stock which the Corporation shall have
      authority to issue is two hundred ten million (210,000,000) shares, of
      which two hundred million (200,000,000) shares shall be Common Stock, with
      par value of $.001per share, and ten million (10,000,000) of which shall
      be Preferred Stock, with par value of $.001 per share, issuable in one or
      more series.

      The shares of Preferred Stock may be issued from time to time in one or
      more series. The Board of Directors is hereby authorized to fix by
      resolution or resolutions the voting rights, designations, powers,
      preferences and the relative, participating, optional or other rights, if
      any, and the qualifications, limitations or restrictions thereof of any
      wholly unissued shares of Preferred Stock; and to fix the number of shares
      constituting such series, and to increase or decrease the number of shares
      of any such series, but not below the number of shares thereof then
      outstanding.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
meeting of the stockholders of said corporation was duly called and held upon
notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.

Certificate of Second Amendment
of Certificate of Incorporation
of Hanmi Financial Corporation
Page 2 of 2


THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FOURTH:  That the capital of said corporation shall not be reduced under
or by reason of said amendment.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by
Lisa K. Pai, an Authorized Officer, this 23(rd) day of June 2004.

By:            /S/ Lisa K. Pai
        ------------------------------
Name:   Lisa K. Pai

Title:  Sr. Vice President, Chief Legal Counsel
         and Corporate Secretary

EX-4.3

                                                                     EXHIBIT 4.3

            REGISTRATION RIGHTS AGREEMENT, dated as of April 30, 2004, by and
between Hanmi Financial Corporation, a Delaware corporation (together with any
successor entity, herein referred to as the "ISSUER"), and the purchasers named
on the signature pages hereto (the "INVESTORS").

            Pursuant to the Securities Purchase Agreements, each dated as of
December 22, 2003, between the Issuer and the Investors (the "PURCHASE
AGREEMENTS"), (i) the Investors have agreed to purchase from the Issuer the
respective numbers of shares (the "SHARES") of common stock, $0.001 par value
per share, of the Issuer (the "COMMON STOCK") set forth on the signature pages
to the Purchase Agreements, and (ii) the Issuer has agreed to enter into a
registration rights agreement with the Investors on the terms set forth in the
Purchase Agreements.

            The parties hereby agree as follows:

            1. DEFINITIONS. As used in this Agreement, the following capitalized
terms shall have the following meanings:

            AGREEMENT: This Registration Rights Agreement, as amended, modified
      or otherwise supplemented from time to time in accordance with the terms
      hereof.

            BLUE SKY APPLICATION: As defined in Section 5(a) hereof.

            BUSINESS DAY: A day other than a Saturday or Sunday or any day on
      which banking institutions in The City of Los Angeles are authorized or
      obligated by law or executive order to close.

            COMMISSION: Securities and Exchange Commission.

            COMMON STOCK: As defined in the preamble hereto.

            EFFECTIVENESS PERIOD: As defined in Section 2(a)(iii) hereof.

            EXCHANGE ACT: Securities Exchange Act of 1934, as amended, and the
      rules and regulations of the Commission thereunder.

            HOLDER: A Person who owns, beneficially or otherwise, Transfer
      Restricted Securities.

            INDEMNIFIED HOLDER: As defined in Section 5(a) hereof.

            INVESTORS: As defined in the preamble hereto.

            ISSUER: As defined in the preamble hereto.

            MAJORITY OF HOLDERS: Holders holding more than 50% of the aggregate
      number of Transfer Restricted Securities outstanding at the applicable
      point in time.

            NASD: National Association of Securities Dealers, Inc.


                                                                               2

            PERSON: An individual, partnership, corporation, unincorporated
      organization, limited liability company, trust, joint venture or a
      government or agency or political subdivision thereof.

            PRIVATE PLACEMENT: The private placement of 3,947,369 shares of
      Common Stock pursuant to the Purchase Agreements.

            PROSPECTUS: The prospectus included in the Shelf Registration
      Statement, as amended or supplemented by any prospectus supplement and by
      all other amendments thereto, including post-effective amendments, and all
      material incorporated by reference into such Prospectus.

            PURCHASE AGREEMENTS: As defined in the preamble hereto.

            QUESTIONNAIRE: As defined in Section 2(b) hereof.

            QUESTIONNAIRE DEADLINE: As defined in Section 2(b) hereof.

            SECURITIES ACT: Securities Act of 1933, as amended, and the rules
      and resolutions of the Commission thereunder.

            SHARES: As defined in the preamble hereto.

            SHELF FILING DEADLINE: As defined in Section 2(a)(i) hereof.

            SHELF REGISTRATION STATEMENT: As defined in Section 2(a)(i) hereof.

            SUSPENSION NOTICE. As defined in Section 3(c) hereof.

            SUSPENSION PERIOD. As defined in Section 3(b)(i) hereof.

            TRANSFER RESTRICTED SECURITIES: Each share of Common Stock issued in
      the Private Placement (including the Shares) until the earlier of:

                  (i) the date on which such share has been effectively
            registered under the Securities Act and disposed of in accordance
            with the Shelf Registration Statement;

                  (ii) the date on which such share is transferred in compliance
            with Rule 144 under the Securities Act or may be sold or transferred
            by a person who is not an affiliate of the Issuer pursuant to Rule
            144 under the Securities Act (or any other similar provision then in
            force) without any volume or manner of sale restrictions thereunder;
            or

                  (iii) the date on which such share ceases to be outstanding
            (whether as a result of repurchase by the Issuer or otherwise).


                                                                               3

            UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration
      in which Transfer Restricted Securities of the Issuer are sold to an
      underwriter for reoffering to the public.

            2. SHELF REGISTRATION.

            (a) The Issuer shall:

                  (i) not later than 90 days after the date hereof (the "SHELF
            FILING DEADLINE"), cause to be filed a registration statement
            pursuant to Rule 415 under the Securities Act (together with any
            amendments thereto, and including any documents incorporated by
            reference therein, the "SHELF REGISTRATION STATEMENT"), which Shelf
            Registration Statement shall provide for resales of all Transfer
            Restricted Securities held by Holders that have provided the
            information required pursuant to the terms of Section 2(b) hereof;

                  (ii) use its reasonable best efforts to cause the Shelf
            Registration Statement to be declared effective by the Commission as
            promptly as practicable but in any event not later than 60 days
            after the date of filing; and

                  (iii) use its reasonable best efforts to keep the Shelf
            Registration Statement continuously effective, supplemented and
            amended as required by the provisions of Section 3(b) hereof to the
            extent necessary to ensure that it (A) is available for resales by
            the Holders of Transfer Restricted Securities entitled to the
            benefit of this Agreement and (B) conforms with the requirements of
            this Agreement and the Securities Act for a period (the
            "EFFECTIVENESS PERIOD") of:

                        (1) one year following the date of effectiveness of the
                  Shelf Registration Statement; or

                        (2) such shorter period that will terminate when (x) all
                  of the Holders of Transfer Restricted Securities are able to
                  sell all Transfer Restricted Securities immediately without
                  restriction pursuant to Rule 144(k) under the Securities Act
                  or any successor rule thereto, (y) when all Transfer
                  Restricted Securities have ceased to be outstanding (whether
                  as a result of repurchase by the Issuer or otherwise) or (z)
                  all Transfer Restricted Securities registered under the Shelf
                  Registration Statement have been sold;

            provided, however, that the one year period in Section 2(a)(iii)(1)
      shall be extended by a period equal to the aggregate number of days in any
      and all "Suspension Periods" under Section 3(a)(i).

            (b) To have its Transfer Restricted Securities included in the Shelf
Registration Statement pursuant to this Agreement, each Holder shall complete
the Selling Securityholder Notice and Questionnaire, the form of which is
attached as Annex A hereto (the "QUESTIONNAIRE"). The Issuer shall mail the
Questionnaire to each Holder not less than 20 Business Days (but not more than
40 Business Days) prior to the time the Issuer intends in good


                                                                               4

faith to have the Shelf Registration Statement declared effective by the
Commission. Holders are required to complete and deliver the Questionnaire to
the Issuer within 20 Business Days after the Issuer's date of mailing thereof
(the "QUESTIONNAIRE DEADLINE"). Upon receipt of a Questionnaire from a Holder on
or prior to the Questionnaire Deadline, the Issuer shall include such Holder's
Transfer Restricted Securities in the Shelf Registration Statement and the
Prospectus. Holders that do not complete the Questionnaire and deliver it to the
Issuer prior to the Questionnaire Deadline shall not be named as a selling
Holder in the Prospectus or any preliminary Prospectus included in the Shelf
Registration Statement and therefore shall not be permitted to sell any Transfer
Restricted Securities pursuant to the Shelf Registration Statement.

            (c) Upon receipt of written request for additional information from
the Issuer, each Holder who intends to be named as a selling securityholder in
the Shelf Registration Statement shall furnish to the Issuer in writing, within
20 Business Days after such Holder's receipt of such request, such additional
information regarding such Holder and the proposed distribution by such Holder
of its Transfer Restricted Securities, in connection with the Shelf Registration
Statement or Prospectus or Preliminary Prospectus included therein and in any
application to be filed with or under state securities law, as the Issuer may
reasonably request. In connection with all such requests for information from
Holders of Transfer Restricted Securities, the Issuer shall notify such Holders
of the requirements set forth in this paragraph regarding their obligation to
provide the information requested pursuant to this Section 2(c). Each Holder as
to which the Shelf Registration Statement is being filed agrees to furnish
promptly to the Issuer all information required to be disclosed in order to make
information previously furnished to the Issuer by such Holder not materially
misleading.

            3. REGISTRATION PROCEDURES.

            (a) In connection with the Shelf Registration Statement and any
Prospectus required by this Agreement to permit the sale of Transfer Restricted
Securities by the Holders thereof, the Issuer shall:

                  (i) Subject to any notice by the Issuer in accordance with
            this Section 3(a) of the existence of any fact or event of the kind
            described in Section 3(a)(iii)(D), use its reasonable best efforts
            to keep the Shelf Registration Statement continuously effective
            during the Effectiveness Period; upon the occurrence of any event
            that would cause the Shelf Registration Statement or the Prospectus
            contained therein (A) to contain a material misstatement or omission
            or (B) not be effective and usable for resale of Transfer Restricted
            Securities during the Effectiveness Period, the Issuer shall file
            promptly an appropriate amendment to the Shelf Registration
            Statement, a supplement to the Prospectus or a report with the
            Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
            Exchange Act, in the case of clause (A), correcting any such
            misstatement or omission, and, in the case of either clause (A) or
            (B), use its reasonable best efforts to cause such amendment to be
            declared effective and the Shelf Registration Statement and the
            related Prospectus to become usable for their intended purposes as
            soon as practicable thereafter. Notwithstanding the foregoing, the
            Issuer may suspend the effectiveness of the Shelf Registration


                                                                               5

            Statement by written notice to the Holders for a period not to
            exceed an aggregate of 45 days in any 90-day period (each such
            period, a "SUSPENSION PERIOD") if:

                        (x) an event occurs and is continuing as a result of
                  which the Shelf Registration Statement would, in the Issuer's
                  good faith judgment, contain an untrue statement of a material
                  fact or omit to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading; and

                        (y) the Issuer reasonably determines that the disclosure
                  of such event at such time would have a material adverse
                  effect on the business of the Issuer and its subsidiaries,
                  taken as a whole;

            provided that in the event the disclosure relates to a previously
            undisclosed proposed or pending material business transaction, the
            disclosure of which would impede the Issuer's ability to consummate
            such transaction, the Issuer may extend a Suspension Period from 45
            days to 75 days; provided, however, that Suspension Periods shall
            not exceed an aggregate of 90 days in any 360-day period.

                  (ii) Prepare and file with the Commission such amendments and
            post-effective amendments to the Shelf Registration Statement as may
            be necessary to keep the Shelf Registration Statement effective
            during the Effectiveness Period; cause the Prospectus to be
            supplemented by any required Prospectus supplement, and as so
            supplemented to be filed pursuant to Rule 424 under the Securities
            Act, and to comply fully with the applicable provisions of Rules 424
            and 430A under the Securities Act in a timely manner; and comply
            with the provisions of the Securities Act with respect to the
            disposition of all securities covered by the Shelf Registration
            Statement during the applicable period in accordance with the
            intended method or methods of distribution by the sellers thereof
            set forth in the Shelf Registration Statement or supplement to the
            Prospectus; provided, however, that in no event will such method(s)
            of distribution take the form of an Underwritten Offering without
            the prior written agreement of the Issuer, which agreement shall not
            be unreasonably withheld.

                  (iii) Advise the underwriter(s), if any, and selling Holders
            promptly (but in any event within five Business Days) and, if
            requested by such Persons, to confirm such advice in writing:

                        (A) when the Prospectus or any Prospectus supplement or
                  post-effective amendment has been filed, and, with respect to
                  the Shelf Registration Statement or any post-effective
                  amendment thereto, when the same has become effective,

                        (B) of any request by the Commission for amendments to
                  the Shelf Registration Statement or amendments or supplements
                  to the Prospectus or for additional information relating
                  thereto,


                                                                               6

                        (C) of the issuance by the Commission of any stop order
                  suspending the effectiveness of the Shelf Registration
                  Statement under the Securities Act or of the suspension by any
                  state securities commission of the qualification of the
                  Transfer Restricted Securities for offering or sale in any
                  jurisdiction, or the initiation of any proceeding for any of
                  the preceding purposes, or

                        (D) of the existence of any fact or the happening of any
                  event, during the Effectiveness Period, that makes any
                  statement of a material fact made in the Shelf Registration
                  Statement, the Prospectus, any amendment or supplement
                  thereto, or any document incorporated by reference therein
                  untrue, or that requires the making of any additions to or
                  changes in the Shelf Registration Statement or the Prospectus
                  in order to make the statements therein not misleading.

            If at any time the Commission shall issue any stop order suspending
            the effectiveness of the Shelf Registration Statement, or any state
            securities commission or other regulatory authority shall issue an
            order suspending the qualification or exemption from qualification
            of the Transfer Restricted Securities under state securities or Blue
            Sky laws, the Issuer shall use its reasonable best efforts to obtain
            the withdrawal or lifting of such order at the earliest possible
            time and will provide to each Holder who is named in the Shelf
            Registration Statement prompt notice of the withdrawal of any such
            order.

                  (iv) Make available at reasonable times for inspection by one
            or more representatives of the selling Holders, designated in
            writing by a Majority of Holders whose Transfer Restricted
            Securities are included in the Shelf Registration Statement, any
            underwriter participating in any distribution pursuant to the Shelf
            Registration Statement, and any attorney or accountant retained by
            such selling Holders or any of the underwriter(s), all financial and
            other records, pertinent corporate documents and properties of the
            Issuer as shall be reasonably necessary to enable them to fulfill
            any applicable due diligence responsibilities, and cause the
            Issuer's officers, directors, managers and employees to supply all
            information reasonably requested by any such representative or
            representatives of the selling Holders, underwriter, attorney or
            accountant in connection with the Shelf Registration Statement after
            the filing thereof and before its effectiveness, provided, however,
            that any information designated by the Issuer as confidential at the
            time of delivery of such information shall be kept confidential by
            the recipient thereof and subject, upon request of the Issuer, to
            the execution of a confidentiality agreement that is reasonable in
            the context of a registered public offering.

                  (v) If requested by any selling Holders or the underwriter(s),
            if any, promptly incorporate in the Shelf Registration Statement or
            Prospectus, pursuant to a supplement or post-effective amendment if
            necessary, such information as such selling Holders and
            underwriter(s), if any, may reasonably request to have included
            therein with respect to the offering of such securities,


                                                                               7

            including, without limitation: (1) information relating to the "Plan
            of Distribution" of the Transfer Restricted Securities, (2)
            information with respect to the number of shares of Common Stock
            being sold to such underwriter(s), (3) the purchase price being paid
            therefor and (4) any other terms of the offering of the Transfer
            Restricted Securities to be sold in such offering; and make all
            required filings of such Prospectus supplement or post-effective
            amendment as soon as reasonably practicable after the Issuer is
            notified of the matters to be incorporated in such Prospectus
            supplement or post-effective amendment.

                  (vi) Furnish to each selling Holder and each of the
            underwriter(s), if any, upon their request, without charge, at least
            one copy of the Shelf Registration Statement, as first filed with
            the Commission, and of each amendment thereto (and any documents
            incorporated by reference therein or exhibits thereto (or exhibits
            incorporated in such exhibits by reference) as such Person may
            request).

                  (vii) Deliver to each selling Holder and each of the
            underwriter(s), if any, without charge, as many copies of the
            Prospectus (including each preliminary prospectus) and any amendment
            or supplement thereto as such Persons reasonably may request;
            subject to any notice by the Issuer in accordance with this Section
            3(a) of the existence of any fact or event of the kind described in
            Section 3(a)(iii)(D), the Issuer hereby consents to the use of the
            Prospectus and any amendment or supplement thereto by each of the
            selling Holders and each of the underwriter(s), if any, in
            connection with the offering and the sale of the Transfer Restricted
            Securities covered by the Prospectus or any amendment or supplement
            thereto.

                  (viii) The Issuer shall:

                  (A) upon request, use its reasonable best efforts to furnish
            or cause to be furnished to each selling Holder and each
            underwriter, if any, in such substance and scope as they may
            reasonably request and as are customarily made by issuers to
            underwriters in primary underwritten offerings for selling security
            holders, upon the date of closing of any sale of Transfer Restricted
            Securities in an Underwritten Registration:

                        (1) a certificate, dated the date of such closing,
                  signed by the Chief Financial Officer of the Issuer covering
                  such matters as are customarily covered in closing
                  certificates delivered to underwriters in connection with
                  underwritten offerings of securities;

                        (2) opinions, each dated the date of such closing, of
                  counsel to the Issuer covering such matters as are customarily
                  covered in legal opinions to underwriters in connection with
                  underwritten offerings of securities; and


                                                                               8

                        (3) customary comfort letters, dated the date of such
                  closing, from the Issuer's independent accountants (and from
                  any other accountants whose report is contained or
                  incorporated by reference in the Shelf Registration Statement)
                  in the customary form and covering matters of the type
                  customarily covered in comfort letters to underwriters in
                  connection with underwritten offerings of securities;

                  (B) set forth in full in the underwriting agreement, if any,
            indemnification provisions and procedures which provide rights no
            less protective than those set forth in Section 5 hereof with
            respect to all parties to be indemnified; and

                  (C) deliver such other documents and certificates as may be
            reasonably requested by such parties to evidence compliance with
            clause (A) above and with any customary conditions contained in the
            underwriting agreement or other agreement entered into by the
            selling Holders pursuant to this clause (viii).

                  (ix) Before any public offering of Transfer Restricted
            Securities, cooperate with the selling Holders, the underwriter(s),
            if any, and their respective counsel in connection with the
            registration and qualification of the Transfer Restricted Securities
            under the securities or Blue Sky laws of such jurisdictions in the
            United States as the selling Holders or underwriter(s), if any, may
            reasonably request and do any and all other acts or things necessary
            or advisable to enable the disposition in such jurisdictions of the
            Transfer Restricted Securities covered by the Shelf Registration
            Statement; provided, however, that the Issuer shall not be required
            (A) to register or qualify as a foreign corporation or a dealer of
            securities where it is not now so qualified or to take any action
            that would subject it to the service of process in any jurisdiction
            where it is not now so subject or (B) to subject itself to taxation
            in any such jurisdiction if it is not now so subject.

                  (x) Cooperate with the selling Holders and the underwriter(s),
            if any, to facilitate the timely preparation and delivery of
            certificates representing Transfer Restricted Securities to be sold
            and not bearing any restrictive legends (unless required by
            applicable securities laws); and enable such Transfer Restricted
            Securities to be in such denominations and registered in such names
            as the selling Holders or the underwriter(s), if any, may request at
            least two Business Days before any sale of Transfer Restricted
            Securities made by such selling Holders or underwriter(s).

                  (xi) Use its reasonable best efforts to cause the Transfer
            Restricted Securities covered by the Shelf Registration Statement to
            be registered with or approved by such other U.S. governmental
            agencies or authorities as may be necessary to enable the seller or
            sellers thereof or the underwriter(s), if any, to consummate the
            disposition of such Transfer Restricted Securities.

                  (xii) Subject to Section 3(a)(i) hereof, if any fact or event
            contemplated by Section 3(a)(iii)(D) hereof shall exist or have
            occurred, use its


                                                                               9

            reasonable best efforts to prepare a supplement or post-effective
            amendment to the Shelf Registration Statement or related Prospectus
            or any document incorporated therein by reference or file any other
            required document so that, as thereafter delivered to the purchasers
            of Transfer Restricted Securities, the Prospectus will not contain
            an untrue statement of a material fact or omit to state any material
            fact required to be stated therein or necessary to make the
            statements therein, in light of the circumstances in which they were
            made, not misleading.

                  (xiii) Provide CUSIP numbers for all Transfer Restricted
            Securities not later than the effective date of the Shelf
            Registration Statement and provide the transfer agent with
            certificates for the Shares that are in a form eligible for deposit
            with The Depository Trust Company.

                  (xiv) Cooperate and provide such information as may be
            required in any filings required to be made with the NASD and in the
            performance of any due diligence investigation by any underwriter
            that is required to be retained in accordance with the rules and
            regulations of the NASD.

                  (xv) Otherwise use its reasonable best efforts to comply with
            all applicable rules and regulations of the Commission and all
            reporting requirements under the Exchange Act.

                  (xvi) Provide to each Holder upon written request each
            document filed with the Commission pursuant to the requirements of
            Section 13 and Section 15 of the Exchange Act after the effective
            date of the Shelf Registration Statement.

            (b) Each Holder agrees by acquisition of a Transfer Restricted
Security that, upon receipt of any notice (a "SUSPENSION NOTICE") from the
Issuer of the existence of any fact or the occurrence of any event of the kind
described in Section 3(a)(iii)(D) hereof, such Holder will, and will use its
reasonable best efforts to cause any underwriter(s) in an Underwritten Offering
to, forthwith discontinue disposition of Transfer Restricted Securities pursuant
to the Shelf Registration Statement until:

                  (i) such Holder has received copies of the supplemented or
            amended Prospectus contemplated by Section 3(a)(xii) hereof; or

                  (ii) such Holder is advised in writing by the Issuer that the
            use of the Prospectus may be resumed.

If so directed by the Issuer, each Holder will deliver to the Issuer (at the
Issuer's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such Suspension Notice.

            (c) Following the effectiveness of the Shelf Registration Statement,
each Holder shall notify the Issuer at least three Business Days prior to any
intended distribution of Transfer


                                                                              10

Restricted Securities pursuant to the Shelf Registration Statement, which notice
shall be effective for five Business Days.

            4. REGISTRATION EXPENSES. All expenses incident to the Issuer's
performance of or compliance with this Agreement shall be borne by the Issuer
regardless of whether a Shelf Registration Statement becomes effective,
including, without limitation:

                  (i) all registration and filing fees and expenses;

                  (ii) all fees and expenses of compliance with federal
            securities and state Blue Sky or securities laws;

                  (iii) all expenses of printing (including printing of
            Prospectuses and certificates for the Common Stock) and the Issuer's
            expenses for messenger and delivery services and telephone;

                  (iv) all fees and disbursements of counsel to the Issuer;

                  (v) all application and filing fees in connection with listing
            (or authorizing for quotation) the Common Stock on a national
            securities exchange or automated quotation system pursuant to the
            requirements hereof; and

                  (vi) all fees and disbursements of independent certified
            public accountants of the Issuer (including the expenses of any
            special audit and comfort letters required by or incident to such
            performance).

            The Issuer shall bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal, accounting or other duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Issuer.

            5. INDEMNIFICATION AND CONTRIBUTION. The Issuer shall indemnify and
hold harmless each Holder, such Holder's officers, directors, partners and
employees and each person, if any, who controls such Holder within the meaning
of the Securities Act (each, an "INDEMNIFIED HOLDER"), from and against any
loss, claim, damage or liability, joint or several, or any action in respect
thereof (including, but not limited to, any loss, claim, damage, liability or
action relating to resales of the Transfer Restricted Securities), to which such
Indemnified Holder may become subject, insofar as any such loss, claim, damage,
liability or action arises out of, or is based upon:

            (i) any untrue statement or alleged untrue statement of a material
      fact contained in (A) the Shelf Registration Statement or Prospectus or
      any amendment or supplement thereto or (B) any blue sky application or
      other document or any amendment or supplement thereto prepared or executed
      by the Issuer (or based upon written information furnished by or on behalf
      of the Issuer expressly for use in such blue sky application or other
      document or amendment on supplement) filed in any jurisdiction
      specifically for the purpose of qualifying any or all of the Transfer
      Restricted Securities


                                                                              11

      under the securities law of any state or other jurisdiction (such
      application or document being hereinafter called a "BLUE SKY
      APPLICATION"); or

            (ii) the omission or alleged omission to state therein any material
      fact required to be stated therein or necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading,

and shall reimburse each Indemnified Holder promptly upon demand for any legal
or other expenses reasonably incurred by such Indemnified Holder in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Issuer shall not be liable in any such case to the extent that
any such loss, claim, damage, liability or action arises out of, or is based
upon, any untrue statement or alleged untrue statement or omission or alleged
omission made in the Shelf Registration Statement or Prospectus or amendment or
supplement thereto or Blue Sky Application in reliance upon and in conformity
with written information furnished to the Issuer by or on behalf of such Holder
(or its related Indemnified Holder) specifically for use therein; provided,
further, that the Issuer shall not be liable for any loss, liability, claim,
damage or expense to the extent that it arises from (1) an offer or sale of
Transfer Restricted Securities occurring during a Suspension Period, provided
that such Holder shall have received a Suspension Notice with respect to such
Suspension Period prior to such offer or sale or (2) an untrue statement or
omission or alleged untrue statement or omission of a material fact contained in
a Prospectus, if (x) the Holder failed to deliver, at or prior to the written
confirmation of sale, a Prospectus that was amended or supplemented, (y) such
Prospectus, as amended or supplemented, would have corrected the untrue
statement or omission or alleged untrue statement or omission and (z) the
Prospectus, as amended or supplemented, had been delivered to such Holder prior
to the time of written confirmation of sale referred to in the preceding clause
(x). The foregoing indemnity agreement is in addition to any liability which the
Issuer may otherwise have to any Indemnified Holder.

            (b) Each Holder, severally and not jointly, shall indemnify and hold
harmless the Issuer, its officers, directors and employees and each person, if
any, who controls the Issuer within the meaning of the Securities Act, from and
against any loss, claim, damage or liability, joint or several, or any action in
respect thereof, to which the Issuer or any such officer, director, employee or
controlling person may become subject, insofar as any such loss, claim, damage
or liability or action arises out of, or is based upon:

            (i) any untrue statement or alleged untrue statement of any material
      fact contained in the Shelf Registration Statement or Prospectus or any
      amendment or supplement thereto or any Blue Sky Application; or

            (ii) the omission or the alleged omission to state therein any
      material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were
      made, not misleading,

but in each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Issuer by or on behalf of
such Holder (or its related Indemnified


                                                                              12

Holder) specifically for use therein, and shall reimburse the Issuer and any
such officer, director, employee or controlling person promptly upon demand for
any legal or other expenses reasonably incurred by the Issuer or any such
officer, director, employee or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which any Holder may
otherwise have to the Issuer and any such officer, director, employee or
controlling person. The indemnification obligation set forth in this Section
5(b) shall be limited to the amount of proceeds received by such Holder in
connection with the resale of such Holder's Transfer Restricted Securities.

            (c) Promptly after receipt by an indemnified party under this
Section 5 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 5, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 5 except to the extent it has
been materially prejudiced by such failure and, provided, further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 5.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 5 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that a
Majority of Holders shall have the right to employ a single counsel to represent
jointly a Majority of Holders and their respective officers, directors,
partners, employees and controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by a
Majority of Holders against the Issuer under this Section 5, if a Majority of
Holders seeking indemnification shall have been advised by legal counsel that
there may be one or more legal defenses available to them and their respective
officers, employees and controlling persons that are different from or
additional to those available to the Issuer and its officers, directors,
employees and controlling persons, the fees and expenses of a single separate
counsel shall be paid by the Issuer. No indemnifying party shall:

            (i) without the prior written consent of the indemnified parties
      (which consent shall not be unreasonably withheld) settle or compromise or
      consent to the entry of any judgment with respect to any pending or
      threatened claim, action, suit or proceeding in respect of which
      indemnification or contribution may be sought hereunder (whether or not
      the indemnified parties are actual or potential parties to such claim or
      action) unless such settlement, compromise or consent includes an
      unconditional release of each indemnified party from all liability arising
      out of such claim, action, suit or proceeding, or

            (ii) be liable for any settlement of any such action effected
      without its written consent (which consent shall not be unreasonably
      withheld), but if settled with its


                                                                              13

      written consent or if there be a final judgment for the plaintiff in any
      such action, the indemnifying party agrees to indemnify and hold harmless
      any indemnified party from and against any loss or liability by reason of
      such settlement or judgment.

            (d) If the indemnification provided for in this Section 5 shall for
any reason be unavailable or insufficient to hold harmless an indemnified party
under Section 5(a) or 5(b) in respect of any loss, claim, damage or liability
(or action in respect thereof) referred to therein, each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim,
damage or liability (or action in respect thereof):

            (i) in such proportion as is appropriate to reflect the relative
      benefits received by the Issuer from the offering and sale of the Transfer
      Restricted Securities on the one hand and a Holder with respect to the
      sale by such Holder of the Transfer Restricted Securities on the other, or

            (ii) if the allocation provided by Section 5(d)(i) is not permitted
      by applicable law, in such proportion as is appropriate to reflect not
      only the relative benefits referred to in Section 5(d)(i) but also the
      relative fault of the Issuer on the one hand and the Holders on the other
      in connection with the statements or omissions or alleged statements or
      alleged omissions that resulted in such loss, claim, damage or liability
      (or action in respect thereof), as well as any other relevant equitable
      considerations.

The relative fault of the parties shall be determined by reference to whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Issuer on the one hand or the Holders on the other, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Issuer and each Holder agree that it
would not be just and equitable if the amount of contribution pursuant to this
Section 5(d) were determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to in the first sentence of this paragraph (d). The amount paid or payable by an
indemnified party as a result of the loss, claim, damage or liability, or action
in respect thereof, referred to above in this Section 5 shall be deemed to
include, for purposes of this Section 5, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
or preparing to defend any such action or claim. Notwithstanding the provisions
of this Section 5, no Holder shall be required to contribute any amount in
excess of the amount by which the total price at which the Transfer Restricted
Securities purchased by it were resold exceeds the amount of any damages which
such Holder has otherwise been required to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Holders' obligations to
contribute as provided in this Section 5(d) are several and not joint.

            6. AVAILABLE INFORMATION. In the event the Issuer is not subject to
Section 13 or 15(d) of the Exchange Act, the Issuer hereby agrees with each
Holder, for so long as any Transfer Restricted Securities remain outstanding, to
make available to any Holder or beneficial


                                                                              14

owner of Transfer Restricted Securities in connection with any sale thereof and
any prospective purchaser of such Transfer Restricted Securities from such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A. For a period of two years after the date of
this Agreement, the Issuer shall timely file all reports required to be filed by
Section 13 or 15(d) of the Exchange Act or, if the Issuer is not then subject to
Section 13 or 15(d) of the Exchange Act, make publicly available the information
required by Rule 144(c)(2).

            7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Holder may
participate in any Underwritten Registration hereunder unless such Holder:

            (i) agrees to sell such Holder's Transfer Restricted Securities on
      the basis provided in any underwriting arrangements approved by the
      Persons entitled hereunder to approve such arrangements; and

            (ii) completes and executes all reasonable questionnaires, powers of
      attorney, indemnities, underwriting agreements, lock-up letters and other
      documents required under the terms of such underwriting arrangements.

            8. SELECTION OF UNDERWRITERS. The Holders of Transfer Restricted
Securities covered by the Shelf Registration Statement who desire to do so may
sell such Transfer Restricted Securities in an Underwritten Offering if approved
by the Issuer, as provided in Section 3(a)(ii). In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by a Majority of Holders
whose Transfer Restricted Securities are included in such offering; provided,
that such investment bankers and managers must be reasonably satisfactory to the
Issuer.

            9. MISCELLANEOUS.

            (a) REMEDIES. The Issuer acknowledges and agrees that any failure by
the Issuer to comply with its obligations under Section 2 hereof may result in
material irreparable injury to the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, any Holder may obtain such
relief as may be required to specifically enforce the Issuer's obligations under
Section 2 hereof. The Issuer further agrees to waive the defense in any action
for specific performance that a remedy at law would be adequate.

            (b) NO INCONSISTENT AGREEMENTS. The Issuer will not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. In addition, the Issuer shall
not grant to any of its security holders (other than the Holders of Transfer
Restricted Securities in such capacity) the right to include any of its
securities in the Shelf Registration Statement provided for in this Agreement
other than the Transfer Restricted Securities. The Issuer has not previously
entered into any agreement (which has not expired or been terminated) granting
any registration rights with respect to its securities to any Person which
rights conflict with the provisions hereof.


                                                                              15

            (c) AMENDMENTS AND WAIVERS. This Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given, unless the Issuer has obtained the written
consent of a Majority of Holders.

            (d) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, facsimile
transmission, or air courier guaranteeing overnight delivery:

                  (i) if to a Holder, at the address set forth in the most
            recent Questionnaire delivered by the Holder to the Issuer or, if
            none, on the records of the transfer agent of the Common Stock; and

                  (ii) if to the Issuer:

                        Hanmi Financial Corporation
                        3660 Wilshire Boulevard
                        Penthouse Suite A
                        Los Angeles, CA 90010
                        Attention: Stephanie Yoon
                        Fax: (213) _________
                        Telephone: (213) 427-5631

                        With a copy to:

                        Simpson Thacher & Bartlett LLP
                        425 Lexington Avenue
                        New York, NY 10017
                        Attention: Lee Meyerson
                        Fax: (212) 455-2502
                        Telephone: (212) 455-3675

            All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if transmitted by
facsimile; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.

            (e) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that (i) this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities from such Holder and (ii)
nothing contained herein shall be deemed to permit any assignment, transfer or
other disposition of Transfer Restricted Securities in violation of the terms of
the Purchase Agreement. If any transferee of any Holder shall acquire Transfer
Restricted Securities, in any manner, whether by operation of law or


                                                                              16

otherwise, such Transfer Restricted Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Transfer Restricted
Securities such person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement.

            (f) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

            (g) SECURITIES HELD BY THE ISSUER OR ITS AFFILIATES. Whenever the
consent or approval of Holders of a specified percentage of Transfer Restricted
Securities is required hereunder, Transfer Restricted Securities held by the
Issuer or its "affiliates" (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

            (h) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (i) GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the law of the State of California.

            (j) SEVERABILITY. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.

            (k) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Issuer with respect to
the Transfer Restricted Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.



            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                          HANMI FINANCIAL CORPORATION

                                          By:    /s/ Jae Whan Yoo
                                              ----------------------------------
                                              Name:  Jae Whan Yoo
                                              Title: President and CEO

                                          INVESTOR

                                          Peter H. Huzenga

                                          By:    /s/ Peter H. Huizenga
                                              ----------------------------------
                                              Name:  Peter H. Huizenga
                                              Title:



            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                          HANMI FINANCIAL CORPORATION

                                          By:    /s/ Jae Whan Yoo
                                              ----------------------------------
                                              Name:  Jae Whan Yoo
                                              Title: President and CEO

                                          INVESTOR

                                          The Timothy D. Huizenga Trust
                                          -----------------------------
                                          U/T/A 8/17/98

                                          By:    /s/ Peter H. Huizenga
                                              ----------------------------------
                                              Name:  Peter H. Huizenga
                                              Title: Trustee

Registration Rights Agreement


            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                          HANMI FINANCIAL CORPORATION

                                          By:    /s/ Jae Whan Yoo
                                              ----------------------------------
                                              Name:  Jae Whan Yoo
                                              Title: President and CEO

                                          INVESTOR

                                          The Peter H. Huizenga, Jr. Trust
                                          --------------------------------
                                          U/T/A 12/24/96

                                          By:    /s/ Peter H. Huizenga
                                              ----------------------------------
                                              Name:  Peter H. Huizenga
                                              Title: Trustee

Registration Rights Agreement


            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                          HANMI FINANCIAL CORPORATION

                                          By:    /s/ Jae Whan Yoo
                                              ----------------------------------
                                              Name:  Jae Whan Yoo
                                              Title: President and CEO

                                          INVESTOR

                                          The Greta Huizenga Trust
                                          ------------------------
                                          U/T/A 5/31/97

                                          By:    /s/ Peter H. Huizenga
                                              ----------------------------------
                                              Name:  Peter H. Huizenga
                                              Title: Trustee

Registration Rights Agreement


            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                          HANMI FINANCIAL CORPORATION

                                          By:    /s/ Jae Whan Yoo
                                              ----------------------------------
                                              Name:  Jae Whan Yoo
                                              Title: President and CEO

                                          INVESTOR

                                          The Besty Huizenga Trust
                                          ------------------------
                                          U/T/A 3/11/92

                                          By:    /s/ Peter H. Huizenga
                                              ----------------------------------
                                              Name:  Peter H. Huizenga
                                              Title: Trustee

Registration Rights Agreement


            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                          HANMI FINANCIAL CORPORATION

                                          By:    /s/ Jae Whan Yoo
                                              ----------------------------------
                                              Name:  Jae Whan Yoo
                                              Title: President and CEO

                                          INVESTOR

                                          Wellington Mangement Company, LLP.

                                          as Investment Advisor on behalf of the
                                          client accounts detailed on the
                                          attached Schedule A

                                          By:    /s/ Julie A. Jenkins
                                              ----------------------------------
                                              Name:  Julie A. Jenkins
                                              Title: Vice President and Counsel

Registration Rights Agreement


                                   SCHEDULE A



       INVESTOR LEGAL NAME                       REGISTRATION NAME
                                       
Wolf Creek Investors (Bermuda) L.P.       Wolf Creek Investors (Bermuda) L.P.
First Financial Fund, Inc.                Hare & Co
Bay Pond Investors (Bermuda) L.P.         Bay Pond Investors (Bermuda) L.P.
Bay Pond Partners, L.P.                   Bay Pond Partners, L.P.
Aramus Portfolio Ltd.                     Aramus Portfolio Ltd.
Wolf Creek Partners, L.P.                 Wolf Creek Partners, L.P.


Registration Rights Agreement


            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                          HANMI FINANCIAL CORPORATION

                                          By:    /s/ Jae Whan Yoo
                                              ----------------------------------
                                              Name:  Jae Whan Yoo
                                              Title: President and CEO

                                          INVESTOR

                                          Financial Stocks Capital Partners II
                                          L.P.

                                          By: Financial Stocks, Inc.
                                          Its: General Partner

                                          By:    /s/ Steven N. Stein
                                              ----------------------------------
                                              Name:  Steven N. Stein
                                              Title: Chairman & Chief Executive
                                                     Officer

Registration Rights Agreement


            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                          HANMI FINANCIAL CORPORATION

                                          By:    /s/ Jae Whan Yoo
                                              ----------------------------------
                                              Name:  Jae Whan Yoo
                                              Title: President and CEO

                                          INVESTOR

                                          Financial Stocks Capital Partners III,
                                          L.P.

                                          By: Finstocks Capital Management, LLC
                                          Its: General Partner

                                          By:    /s/ Steven N. Stein
                                              ----------------------------------
                                              Name:  Steven N. Stein
                                              Title: Chairman & Chief Executive
                                                     Officer

Registration Rights Agreement


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                     HANMI FINANCIAL CORPORATION

                                     By:       /s/ Jae Whan Yoo
                                         --------------------------------
                                         Name:  Jae Whan Yoo
                                         Title: President and CEO

                                     INVESTORS

                                     Third Point Partners LP

                                     Third Point Offshore Fund Ltd.

                                     Points West International Investments, Ltd.

                                     Banzai Partners LP

                                     Banzai Offshore Fund Ltd.

                                     By:    /s/ Lloyd Blumberg
                                         --------------------------------
                                         Name:  Lloyd Blumberg
                                         Title: Chief Operating Officer

Registration Rights Agreement


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                            HANMI FINANCIAL CORPORATION

                                            By:    /s/ Jae Whan Yoo
                                                --------------------------------
                                                Name:  Jae Whan Yoo
                                                Title: President and CEO

                                            INVESTOR

                                            J. David Rosenberg

                                            By:    /s/ J. David Rosenberg
                                                --------------------------------
                                                Name:
                                                Title:

Registration Rights Agreement


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                            HANMI FINANCIAL CORPORATION

                                            By:    /s/ Jae Whan Yoo
                                                --------------------------------
                                                Name:  Jae Whan Yoo
                                                Title: President and CEO

                                            INVESTOR

                                            Lawrence Partners, LP.

                                            By:    /s/ Lawrence Garshofsky
                                                --------------------------------
                                                Name:  Lawrence Garshofsky
                                                Title: Manager

Registration Rights Agreement


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                            HANMI FINANCIAL CORPORATION

                                            By:      /s/ Jae Whan Yoo
                                                --------------------------------
                                                Name:  Jae Whan Yoo
                                                Title: President and CEO

                                            INVESTOR

                                            Lawrence Offshore Partners, LLC

                                            By:     /s/ Lawrence Garshofsky
                                                --------------------------------
                                                Name:  Lawrence Garshofsky
                                                Title: Manager

Registration Rights Agreement


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                            HANMI FINANCIAL CORPORATION

                                            By:     /s/ Jae Whan Yoo
                                                --------------------------------
                                                Name:  Jae Whan Yoo
                                                Title: President and CEO

                                            INVESTOR

                                            Value Realization Fund

                                            By:     /s/ Lawrence Garshofsky
                                                --------------------------------
                                                Name:  Lawrence Garshofsky
                                                Title: Manager

Registration Rights Agreement


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                          HANMI FINANCIAL CORPORATION

                                          By:      /s/ Jae Whan Yoo
                                              --------------------------------
                                              Name:  Jae Whan Yoo
                                              Title: President and CEO

                                          INVESTOR

                                          BANC FUND V L.P.

                                          By: MidBanc V L.P.

                                          an Illinois limited partnership,
                                          Its General Partner

                                          By: THE BANC FUNDS COMPANY, L.L.C.

                                          an Illinois limited liability company,
                                          Its General Partner

                                          By:      /s/ Charles J. Moore
                                              --------------------------------
                                              Name:  Charles J. Moore
                                              Title: Member

Registration Rights Agreement


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                          HANMI FINANCIAL CORPORATION

                                          By:     /s/ Jae Whan Yoo
                                              --------------------------------
                                              Name:  Jae Whan Yoo
                                              Title: President and CEO

                                          INVESTOR

                                          BANC FUND VI L.P.

                                          By: MidBanc VI L.P.

                                          an Illinois limited partnership,
                                          Its General Partner

                                          By: THE BANC FUNDS COMPANY, L.L.C.

                                          an Illinois limited liability company,
                                          Its General Partner

                                          By:     /s/ Charles J. Moore
                                              --------------------------------
                                              Name:  Charles J. Moore
                                              Title: Member



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                            HANMI FINANCIAL CORPORATION

                                            By:     /s/ Jae Whan Yoo
                                                --------------------------------
                                                Name:  Jae Whan Yoo
                                                Title: President and CEO

                                            INVESTOR

                                            By:     /s/ Peter C. Cook
                                                --------------------------------
                                                Name:  Peter C. Cook
                                                Title: Trustee

                                            MOD/AMD 11/26/96 + Succ. Ttee.



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                            HANMI FINANCIAL CORPORATION

                                            By:     /s/ Jae Whan Yoo
                                                --------------------------------
                                                Name:  Jae Whan Yoo
                                                Title: President and CEO

                                            INVESTOR

                                            Benjamin Diesbach

                                            By:     /s/ Benjamin Diesbach
                                                --------------------------------
                                                Name:  Benjamin Diesbach
                                                Title:

Registration Rights Agreement


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                            HANMI FINANCIAL CORPORATION

                                            By:     /s/ Jae Whan Yoo
                                                --------------------------------
                                                Name:  Jae Whan Yoo
                                                Title: President and CEO

                                            INVESTOR

                                            William F. Bahl

                                            By:     /s/William F. Bahl
                                                --------------------------------
                                                Name:  William F. Bahl
                                                Title:

Registration Rights Agreement


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                            HANMI FINANCIAL CORPORATION

                                            By:     /s/ Jae Whan Yoo
                                                --------------------------------
                                                Name:  Jae Whan Yoo
                                                Title: President and CEO

                                            INVESTOR

                                            Vere W. Gaynor

                                            By:     /s/ Vere W. Gaynor
                                                --------------------------------
                                                Name:  Vere H. Gaynor
                                                Title:

Registration Rights Agreement


                                                                         ANNEX A

                           HANMI FINANCIAL CORPORATION

            FORM OF SELLING SECURITY HOLDER NOTICE AND QUESTIONNAIRE

            The undersigned beneficial holder of common stock, $0.001 par value
per share (the "Transfer Restricted Securities") of Hanmi Financial Corporation
(the "Issuer") understands that the Issuer has filed, or intends to file, with
the Securities and Exchange Commission (the "Commission") one or more
registration statements (collectively, the "Shelf Registration Statement") for
the registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the "Securities Act"), of the Transfer Restricted Securities in
accordance with the terms of the Registration Rights Agreement, dated as of
April 30, 2004 (the "Registration Rights Agreement") by and between the Issuer
and the purchasers named on the signature pages thereto. A copy of the
Registration Rights Agreement is available from the Issuer upon request at the
address set forth below. All capitalized terms not otherwise defined herein have
the meaning ascribed thereto in the Registration Rights Agreement.

            In order to sell or otherwise dispose of any Transfer Restricted
Securities pursuant to the Shelf Registration Statement, a beneficial owner of
Transfer Restricted Securities generally will be required to be named as a
selling security holder in the related Prospectus, deliver a Prospectus to
purchasers of Transfer Restricted Securities and be bound by those provisions of
the Registration Rights Agreement applicable to such beneficial owner (including
certain indemnification provisions, as described below).

            Certain legal consequences arise from being named as a selling
security holder in the Shelf Registration Statement and the related Prospectus.
Accordingly, registered holders and beneficial owners of Transfer Restricted
Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling security holder in
the Shelf Registration Statement and the related Prospectus.

                                     NOTICE

            The undersigned beneficial owner (the "Selling Security Holder") of
Transfer Restricted Securities hereby gives notice to the Issuer of its
intention to sell or otherwise dispose of Transfer Restricted Securities
beneficially owned by it and listed below in Item 3 (unless otherwise specified
under Item 3) pursuant to the Shelf Registration Statement. The undersigned, by
signing and returning this Notice and Questionnaire, understands that it will be
bound by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement.

            Pursuant to the Registration Rights Agreement, the undersigned has
agreed to indemnify and hold harmless the Issuer and its directors, officers and
employees and each person, if any, who controls the Issuer within the meaning of
the Securities Act, from and against certain losses arising in connection with
statements concerning the undersigned made in the Shelf Registration Statement
or the related Prospectus in reliance upon the information provided in this
Notice and Questionnaire.

            In connection with any sale of Transfer Restricted Securities
pursuant to the Shelf Registration Statement, the undersigned will be required
to deliver to the Issuer the Notice of Transfer (completed and signed) set forth
in Exhibit 1 attached hereto and hereby undertakes to do so.

            The undersigned hereby provides the following information to the
Issuer and represents and warrants that such information is accurate and
complete:



                                  QUESTIONNAIRE

  (1) INFORMATION REGARDING SELLING SECURITY HOLDER

      (l) Full legal name of Selling Security Holder:

      (m) Full legal name of registered holder (if not the same as (a) above)
through which Transfer Restricted Securities listed in Item (3) below are held:

      (n) Is the Selling Security Holder an SEC-reporting company? If the
Selling Security Holder is not an SEC-reporting company, list below the
individual or individuals who exercise voting and/or dispositive powers with
respect to the Transfer Restricted Securities:

      (o) Are you a broker-dealer registered pursuant Section 15 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")?

            [ ] Yes.

            [ ] No.

      (p) If your response to Item 1 (d) above is "no", are you an "affiliate"
of a broker-dealer registered pursuant to Section 15 of the Exchange Act?

            [ ] Yes.

            [ ] No.

            For purposes of this Item 1(e), an "affiliate" of a registered
            broker-dealer shall include any company that directly, or indirectly
            through one or more intermediaries, controls, or is controlled by,
            or is under common control with, such broker-dealer, and does not
            include any individuals employed by such broker-dealer or its
            affiliates.

      (q) Full legal name of person through which you hold the Transfer
Restricted Securities - (i.e. name of your broker or the DTC participant, if
applicable, through which your Transfer Restricted Securities are held):

            Name of broker:_____________________________________________________

            DTC No.:____________________________________________________________

            Contact person:_____________________________________________________

            Telephone No.:______________________________________________________

            Email address:______________________________________________________

  (2) ADDRESS FOR NOTICES TO SELLING SECURITY HOLDERS

                  Telephone:____________________________________________________

                  Fax:__________________________________________________________

                  Contact Person:_______________________________________________

                  Email address:________________________________________________



  (3) BENEFICIAL OWNERSHIP OF TRANSFER RESTRICTED SECURITIES

      Number of shares of Common Stock beneficially owned:

          ______________________________________________________________________

  (4) BENEFICIAL OWNERSHIP OF THE ISSUER'S SECURITIES OWNED BY THE SELLING
      SECURITY HOLDER

      Except as set forth below in this Item (4), the undersigned is not the
      beneficial or registered owner of any securities of the Issuer other than
      the Transfer Restricted Securities listed above in Item (3) ("Other
      Securities").

      (a) Type and amount of Other Securities beneficially owned by the Selling
          Security Holder:

          ______________________________________________________________________

      (b) CUSIP No(s). of such Other Securities beneficially owned:

          ______________________________________________________________________

  (5) RELATIONSHIP WITH THE ISSUER

      (a)   Except as set forth below, neither the undersigned nor any of its
            affiliates, officers, directors or principal equity holders (5% or
            more) has held any position or office or has had any other material
            relationship with the Issuer (or its predecessors or affiliates)
            during the past three years.

            State any exceptions here:__________________________________________

      (b)   If the Selling Security Holder is a registered broker-dealer or an
            "affiliate" of a registered broker-dealer (See Item 1(d) and Item
            1(e)), except as set forth below, (i) neither the undersigned nor
            any of its affiliates has purchased the Transfer Restricted
            Securities other than in the ordinary course of business, and (ii)
            at the time of the purchase of the Transfer Restricted Securities to
            be registered, the undersigned had no agreement or understanding,
            written or otherwise, with any person to distribute, directly or
            indirectly, any such Transfer Restricted Securities.

            State any exceptions here:__________________________________________

  (6) PLAN OF DISTRIBUTION

      Except as set forth below, the undersigned (including its donees or
      pledgees) intends to distribute the Transfer Restricted Securities listed
      above in Item (3) pursuant to the Shelf Registration Statement only as
      follows (if at all). Such Transfer Restricted Securities may be sold from
      time to time directly by the undersigned or, alternatively, through
      underwriters, broker-dealers or agents. If the Transfer Restricted
      Securities are sold through underwriters or broker-dealers, the Selling
      Security Holder will be responsible for underwriting discounts or
      commissions or agent's commissions. Such Transfer Restricted Securities
      may be sold in one or more transactions at fixed prices, at prevailing
      market prices at the time of sale, at varying prices determined at the
      time of sale, or at negotiated prices. Such sales may be effected in
      transactions (which may involve crosses or block transactions):



      -     on any national securities exchange or quotation service on which
            the Transfer Restricted Securities may be listed or quoted at the
            time of sale;

      -     in the over-the-counter market;

      -     in transactions otherwise than on such exchanges or services or in
            the over-the-counter market; or

      -     through the writing of options.

      In connection with sales of the Transfer Restricted Securities or
      otherwise, the undersigned may enter into hedging transactions with
      broker-dealers, which may in turn engage in short sales of the Transfer
      Restricted Securities and deliver Transfer Restricted Securities to close
      out such short positions, or loan or pledge Transfer Restricted Securities
      to broker-dealers that in turn may sell such securities.

      Subject to any standstill agreement or other agreement provided by the
      undersigned in connection with an offering under the Shelf Registration
      Statement, the undersigned may also resell Transfer Restricted Securities
      in compliance with Rule 144 or another available exemption from the
      registration requirements of the Securities Act.

      State any exceptions here:________________________________________________

      Note: In no event will such method(s) of distribution take the form of an
      underwritten offering of the Transfer Restricted Securities without the
      prior agreement of the Issuer.

                   INSTRUCTIONS FOR DELIVERY OF QUESTIONNAIRE

                   Please return the completed and executed Questionnaire to:

                           Hanmi Financial Corporation
                             3660 Wilshire Boulevard
                                   Suite PH-A
                          Los Angeles, California 90010
                           Attention: General Counsel
                             Telephone: ___________
                              Facsimile: __________



ACKNOWLEDGMENTS

            The undersigned understands its obligation to comply with the
provisions of the Exchange Act and the rules and regulations promulgated
thereunder relating to stock manipulation, particularly Regulation M thereunder
(or any successor rules or regulations), in connection with any offering of
Transfer Restricted Securities pursuant to the Shelf Registration Statement. The
undersigned agrees that neither it nor any person acting on its behalf will
engage in any transaction in violation of such provisions.

            The undersigned hereby acknowledges its obligations under the
Registration Rights Agreement to indemnify and hold harmless certain persons as
set forth therein.

            In accordance with the undersigned's obligation under the
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify the Issuer of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains effective. All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing at the
address set forth above.

            By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) and the
inclusion of such information in the Shelf Registration Statement and the
related Prospectus. The undersigned understands that such information will be
relied upon by the Issuer in connection with the preparation or amendment of the
Shelf Registration Statement and the related Prospectus.

            Once this Notice and Questionnaire is executed by the undersigned
and received by the Issuer, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by, the respective successors,
heirs, personal representatives and assigns of the Issuer and the undersigned
with respect to the Transfer Restricted Securities beneficially owned by the
undersigned and listed in Item (3) above.

            This Notice and Questionnaire shall be governed in all respects by
the laws of the State of California.

            IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Questionnaire to be executed and delivered either in person or by
its duly authorized agent.

                                            Beneficial Owner

                                            By:_________________________________
                                               Name:
                                               Title:
                                               Date:



                                                                       EXHIBIT 1

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Hanmi Financial Corporation
3660 Wilshire Boulevard
Suite PH-A
Los Angeles, CA 90010
Attention: General Counsel

RE:   HANMI FINANCIAL CORPORATION (THE "ISSUER")
      COMMON STOCK, PAR VALUE $.001 (THE "COMMON STOCK")

Dear Sirs:

      Please be advised that, in accordance with Section 3(c) of the
Registration Rights Agreement, dated April 30, 2004, the undersigned proposes to
transfer shares of the Issuer's Common Stock, pursuant to the Registration
Statement on Form S-3 (File No.       -           ) filed by the Issuer.

      We hereby confirm that we will comply with the prospectus delivery
requirements, if any, of the Securities Act of 1933, as amended, with respect to
the transfer described above and that the undersigned beneficial owner of the
Common Stock is named as a selling security holder in the Prospectus dated
            , 2004 or in amendments or supplements thereto, and that the number
of shares of Common Stock to be transferred are included in the shares of Common
Stock listed in such Prospectus as amended or supplemented opposite such owner's
name.

                                            ____________________________________
                                            Name:
                                            Title:
                                            Date:

EX-5.1

                                                                   EXHIBIT 5.1

                         SIMPSON THACHER & BARTLETT LLP
                              425 LEXINGTON AVENUE
                            NEW YORK, N.Y. 10017-3954
                                 (212) 455-2000

                            FACSIMILE: (212) 455-2502
DIRECT DIAL NUMBER                                               E-MAIL ADDRESS

                                          August 30,2004



      Hanmi Financial Corporation
      3660 Wilshire Boulevard
      Suite PH-A
      Lost Angeles, California 90010

      Ladies and Gentlemen:

            We have acted as counsel to Hanmi Financial Corporation, a Delaware
      corporation (the "Company"), in connection with the Registration Statement
      on Form S-3 (the "Registration Statement") filed by the Company with the
      Securities and Exchange Commission (the "Commission") under the Securities
      Act of 1933, as amended (the "Act"), relating to the registration by the
      Company of 3,947,369 shares of its Common Stock, par value $0.001 per
      share (the "Shares"), originally issued and sold by the Company in a
      private placement which was consummated in April, 2004.

            We have examined the Registration Statement and a form of the share
      certificate. We also have examined the originals, or duplicates or
      certified or conformed copies, of such corporate records, agreements,
      documents and other instruments and have made such other investigations as
      we have deemed relevant and necessary in connection with the opinions
      hereinafter set forth. As to questions of fact material to this opinion,
      we have relied upon certificates or comparable documents of public
      officials and of officers and representatives of the Company.

            In rendering the opinion set forth below, we have assumed the
      genuineness of all signatures, the legal capacity of natural persons, the
      authenticity of all documents submitted to us as originals, the conformity
      to original documents of all documents submitted to us as duplicates or
      certified or conformed copies and the authenticity of the originals of
      such latter documents.

LOS ANGELES            PALO ALTO        HONG KONG         LONDON          TOKYO



SIMPSON THACHER & BARTLETT LLP

    HANMI FINANCIAL CORPORATION        - 2 -                     AUGUST 30, 2004

            Based upon the foregoing, and subject to the qualifications,
      assumptions and limitations stated herein, we are of the opinion that the
      Shares are validly issued, fully paid and nonassessable.

            We do not express any opinion herein concerning any law other than
      the Delaware General Corporation Law (including the statutory provisions,
      all applicable provisions of the Delaware Constitution and reported
      judicial decisions interpreting the foregoing).

            We hereby consent to the filing of this opinion letter as Exhibit 5
      to the Registration Statement and to the use of our name under the caption
      "Legal Matters" in the Prospectus included in the Registration Statement.

                                             Very truly yours,

                                             /s/ SIMPSON THACHER & BARTLETT LLP

                                             SIMPSON THACHER & BARTLETT LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Hanmi Financial Corporation:

We consent to the incorporation by reference in the registration statement on Form S-3 of Hanmi Financial Corporation of our report dated January 25, 2004, with respect to the consolidated balance sheets of Hanmi Financial Corporation and subsidiary as of December 31, 2003 and 2002, and the related consolidated statements of operations, changes in shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2003, which report appears in the December 31, 2003 annual report on Form 10-K of Hanmi Financial Corporation. We also consent to the reference to our firm under the heading “Experts” in such registration statement.

/s/ KPMG LLP
Los Angeles, California
September 1, 2004

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Hanmi Financial Corporation:

We consent to the incorporation by reference in the registration statement on Form S-3 of Hanmi Financial Corporation of our report dated February 20, 2004, with respect to the balance sheets of Pacific Union Bank as of December 31, 2003 and 2001, and the related statements of operations, changes in shareholders’ equity and comprehensive income, and cash flows for each of the years ended December 31, 2003 and 2001, which report appears in the December 31, 2003 annual report on Form 10-K of Pacific Union Bank. We also consent to the reference to our firm under the heading “Experts” in such registration statement.

/s/ KPMG LLP
Los Angeles, California
September 1, 2004

EX-23.3

                                                                    EXHIBIT 23.3


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in this Registration
Statement on Form S 3 of Hanmi Financial Corporation our report dated January
20, 2003 relating to the financial statements of Pacific Union Bank for the year
ended December 31, 2002, which appears in Hanmi Financial Corporation's current
report on Form 8-K/A dated July 26, 2004. We also consent to the reference to
us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Los Angeles, CA
August 30, 2004