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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2004



OR



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------



For the transition period from  to



0-24571

Commission File Number



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Pulaski Financial Corp.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Missouri                                                       |  | 43-1816913                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



|                                          |  |           
|----------------------------------------- |  | ----------
|12300 Olive Boulevard St. Louis, Missouri |  | 63141-6434
|(Address of principal executive office)   |  | (Zip Code)



Registrants
telephone number, including area code: (314) 878-2210



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



Indicate the number of shares
outstanding of the registrants classes of common stock, as of the latest practicable date.



|                                       |  |                            
|-------------------------------------- |  | ---------------------------
|Class                                  |  | Outstanding at May 14, 2004
|Common Stock, par value $.01 per share |  | 5,461,515 shares           



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PULASKI FINANCIAL CORP. AND SUBSIDIARIES



FORM 10-Q



March 31, 2004



TABLE OF CONTENTS



|        |  |                                                                                                                                   |  |      
|------- |  | --------------------------------------------------------------------------------------------------------------------------------- |  | -----
|        |  |                                                                                                                                   |  | Page 
|PART I  |  | FINANCIAL INFORMATION                                                                                                             |  |      
|        |  |                                                                                                                                  
|Item 1. |  | Financial Statements                                                                                                              |  |      
|        |  |                                                                                                                                  
|        |  | Consolidated Balance Sheets at March 31, 2004 (Unaudited) and September 30, 2003                                                  |  | 1    
|        |  |                                                                                                                                  
|        |  | Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended March 31, 2004 and 2003 (Unaudited) |  | 2    
|        |  |                                                                                                                                  
|        |  | Consolidated Statement of Stockholders Equity for the Six Months Ended March 31, 2004 (Unaudited)                                |  | 3    
|        |  |                                                                                                                                  
|        |  | Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2004 and 2003 (Unaudited)                                |  | 4-5  
|        |  |                                                                                                                                  
|        |  | Notes to Unaudited Consolidated Financial Statements (Unaudited)                                                                  |  | 6-7  
|        |  |                                                                                                                                  
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                             |  | 9-19 
|        |  |                                                                                                                                  
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                                                        |  | 19   
|        |  |                                                                                                                                  
|Item 4. |  | Controls and Procedures                                                                                                           |  | 20   
|        |  |                                                                                                                                  
|PART II |  | OTHER INFORMATION                                                                                                                 |  |      
|        |  |                                                                                                                                  
|Item 1. |  | Legal Proceedings                                                                                                                 |  | 21   
|        |  |                                                                                                                                  
|Item 2. |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                                                  |  | 21   
|        |  |                                                                                                                                  
|Item 3. |  | Defaults Upon Senior Securities                                                                                                   |  | 22   
|        |  |                                                                                                                                  
|Item 4. |  | Submission of Matters to a Vote of Security Holders                                                                               |  | 22   
|        |  |                                                                                                                                  
|Item 5. |  | Other Information                                                                                                                 |  | 22   
|        |  |                                                                                                                                  
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                                  |  | 22-23
|        |  |                                                                                                                                  
|        |  | Signatures                                                                                                                        |  | 24   



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PULASKI FINANCIAL CORP. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS

MARCH 31, 2004 AND SEPTEMBER 30, 2003 (UNAUDITED)



|                                                                                                                                                                          |  |                |             |   |                    |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | - | ------------------ | - | ----------- | -
|                                                                                                                                                                          |  | March 31, 2004 |             |   | September 30, 2003 |  
|ASSETS                                                                                                                                                                    |  |                |             |   |                    |   |             |  
|                                                                                                                                                                          |  |               
|Cash and amounts due from depository institutions                                                                                                                         |  | $              | 15,014,715  |   |                    | $ | 12,092,092  |  
|Federal funds sold and overnight deposits                                                                                                                                 |  |                | 263,910     |   |                    |   | 6,563,554   |  
|                                                                                                                                                                          |  |                |             |   |                    |   |             |  
|Total cash and cash equivalents                                                                                                                                           |  |                | 15,278,625  |   |                    |   | 18,655,646  |  
|                                                                                                                                                                          |  |               
|Securities held to maturity, at amortized cost (fair value, $1,480,436 and $1,724,023 at March 31, 2004 and September 30, 2003,
respectively)                             |  |                | 1,490,000   |   |                    |   | 1,730,000   |  
|Investment securities available for sale, at fair value                                                                                                                   |  |                | 2,321,017   |   |                    |   | 2,085,861   |  
|Equity securities available for sale, at fair value                                                                                                                       |  |                | 2,487,924   |   |                    |   | 4,346,151   |  
|Mortgage-backed and related securities held to maturity, at amortized cost (fair value, $1,152,659 and $1,292,816 at March 31, 2004 and
September 30, 2003, respectively) |  |                | 1,050,569   |   |                    |   | 1,186,341   |  
|Mortgage-backed and related securities available for sale, at fair value                                                                                                  |  |                | 6,800,723   |   |                    |   | 7,675,453   |  
|Capital stock of Federal Home Loan Bank - at cost                                                                                                                         |  |                | 5,419,400   |   |                    |   | 3,879,500   |  
|Loans receivable held for sale, at lower of cost or market                                                                                                                |  |                | 58,591,263  |   |                    |   | 61,124,438  |  
|Loans receivable, net of allowance for loan losses of $4,350,000 and $3,866,000 at March 31, 2004 and September 30, 2003,
respectively                                    |  |                | 379,200,820 |   |                    |   | 276,894,184 |  
|Real estate acquired in settlement of loans, net of allowance for losses of $21,448 and $2,651 at March 31, 2004 and September 30, 2003,
respectively                     |  |                | 263,980     |   |                    |   | 35,221      |  
|Premises and equipment - net                                                                                                                                              |  |                | 10,497,527  |   |                    |   | 10,344,340  |  
|Accrued interest receivable                                                                                                                                               |  |                | 1,831,248   |   |                    |   | 1,684,444   |  
|Intangible assets                                                                                                                                                         |  |                | 567,281     |   |                    |   | 610,918     |  
|Other assets                                                                                                                                                              |  |                | 11,493,260  |   |                    |   | 11,150,190  |  
|                                                                                                                                                                          |  |                |             |   |                    |   |             |  
|TOTAL ASSETS                                                                                                                                                              |  | $              | 497,293,637 |   |                    | $ | 401,402,687 |  
|                                                                                                                                                                          |  |                |             |   |                    |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                      |  |                |             |   |                    |   |             |  
|                                                                                                                                                                          |  |               
|LIABILITIES:                                                                                                                                                              |  |                |             |   |                    |   |             |  
|Deposits                                                                                                                                                                  |  | $              | 316,998,132 |   |                    | $ | 313,606,627 |  
|Advances from Federal Home Loan Bank of Des Moines                                                                                                                        |  |                | 106,500,000 |   |                    |   | 31,500,000  |  
|Other borrowings                                                                                                                                                          |  |                | 4,000,000   |   |                    |   |            |  
|Subordinated debentures                                                                                                                                                   |  |                | 9,279,000   |   |                    |   |            |  
|Advance payments by borrowers for taxes and insurance                                                                                                                     |  |                | 1,267,484   |   |                    |   | 2,458,170   |  
|Due to other banks                                                                                                                                                        |  |                | 17,436,313  |   |                    |   | 10,977,617  |  
|Other liabilities                                                                                                                                                         |  |                | 3,552,997   |   |                    |   | 6,477,412   |  
|                                                                                                                                                                          |  |                |             |   |                    |   |             |  
|Total liabilities                                                                                                                                                         |  |                | 459,033,926 |   |                    |   | 365,019,826 |  
|                                                                                                                                                                          |  |                |             |   |                    |   |             |  
|STOCKHOLDERS EQUITY:                                                                                                                                                     |  |                |             |   |                    |   |             |  
|Preferred stock - $.01 par value per share, authorized 1,000,000 shares; none issued or outstanding                                                                       |  |                |            |   |                    |   |            |  
|Common stock - $.01 par value per share, authorized 9,000,000 shares; 7,945,770 shares issued at March 31, 2004 and September 30, 2003,
respectively                      |  |                | 79,458      |   |                    |   | 79,458      |  
|Treasury stock - at cost (2,475,167 and 2,515,040 shares at March 31, 2004 and September 30, 2003, respectively)                                                          |  |                | (17,322,474 | ) |                    |   | (17,107,849 | )
|Treasury stock - equity trust - at cost (222,732 and 198,552 shares at March 31, 2004 and September 30, 2003, respectively)                                               |  |                | (2,359,456  | ) |                    |   | (2,234,456  | )
|Additional paid-in capital                                                                                                                                                |  |                | 27,320,378  |   |                    |   | 27,058,914  |  
|Unearned MRDP shares                                                                                                                                                      |  |                | (241,470    | ) |                    |   | (320,755    | )
|Unearned ESOP shares (52,272 and 60,031 unreleased shares at March 31, 2004 and September 30, 2003, respectively)                                                         |  |                | (261,360    | ) |                    |   | (300,153    | )
|Accumulated other comprehensive income                                                                                                                                    |  |                | 162,578     |   |                    |   | 512,887     |  
|Retained earnings                                                                                                                                                         |  |                | 30,882,057  |   |                    |   | 28,694,815  |  
|                                                                                                                                                                          |  |                |             |   |                    |   |             |  
|Total stockholders equity                                                                                                                                                |  |                | 38,259,711  |   |                    |   | 36,382,861  |  
|                                                                                                                                                                          |  |                |             |   |                    |   |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                |  | $              | 497,293,637 |   |                    | $ | 401,402,687 |  
|                                                                                                                                                                          |  |                |             |   |                    |   |             |  



See accompanying notes to the
unaudited consolidated financial statements.



- 1 -



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PULASKI FINANCIAL CORP. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

THREE AND SIX MONTHS ENDED MARCH 31, 2004 AND 2003 (UNAUDITED)



|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|--------------------------------------------------- |  | ---------------------------- | --------- | -------------------------- | ---- | - | --------- |  | - | ---------- | - |  | - | ----------
|                                                    |  | Three Months Ended March 31, |           | Six Months Ended March 31,
|                                                    |  | 2004                         |           |                            | 2003 |   | 2004      |  |   | 2003      
|INTEREST INCOME:                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|Loans receivable                                    |  | $                            | 5,007,604 |                            |      | $ | 5,141,898 |  | $ | 9,908,766  |   |  | $ | 10,221,051
|Investment securities                               |  |                              | 55,363    |                            |      |   | 102,225   |  |   | 121,508    |   |  |   | 197,610   
|Mortgage-backed securities                          |  |                              | 101,932   |                            |      |   | 103,387   |  |   | 212,625    |   |  |   | 224,666   
|Other                                               |  |                              | 12,489    |                            |      |   | 3,596     |  |   | 28,085     |   |  |   | 5,419     
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|Total interest income                               |  |                              | 5,177,388 |                            |      |   | 5,351,106 |  |   | 10,270,984 |   |  |   | 10,648,746
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|INTEREST EXPENSE:                                   |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|Deposits                                            |  |                              | 1,125,352 |                            |      |   | 1,076,138 |  |   | 2,311,428  |   |  |   | 2,188,881 
|Advances from Federal Home Loan Bank of Des Moines  |  |                              | 504,986   |                            |      |   | 938,035   |  |   | 944,435    |   |  |   | 1,918,880 
|Other                                               |  |                              | 12,619    |                            |      |   | 2,833     |  |   | 12,619     |   |  |   | 2,833     
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|Total interest expense                              |  |                              | 1,642,957 |                            |      |   | 2,017,006 |  |   | 3,268,482  |   |  |   | 4,110,594 
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|NET INTEREST INCOME                                 |  |                              | 3,534,431 |                            |      |   | 3,334,100 |  |   | 7,002,502  |   |  |   | 6,538,152 
|                                                    |  |                              |           |                           
|PROVISION FOR LOAN LOSSES                           |  |                              | 316,260   |                            |      |   | 394,250   |  |   | 579,775    |   |  |   | 770,221   
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                              | 3,218,171 |                            |      |   | 2,939,850 |  |   | 6,422,727  |   |  |   | 5,767,931 
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|NON-INTEREST INCOME:                                |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|Retail banking fees                                 |  |                              | 546,778   |                            |      |   | 440,027   |  |   | 1,076,784  |   |  |   | 895,389   
|Mortgage revenues                                   |  |                              | 930,321   |                            |      |   | 1,885,429 |  |   | 2,082,142  |   |  |   | 3,634,566 
|Insurance commissions                               |  |                              | 66,319    |                            |      |   | 38,082    |  |   | 108,697    |   |  |   | 63,747    
|Gain on sale of investment securities               |  |                              | 455,747   |                            |      |   |          |  |   | 736,084    |   |  |   | 23,907    
|Other                                               |  |                              | 173,903   |                            |      |   | 139,435   |  |   | 374,872    |   |  |   | 325,333   
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|Total non-interest income                           |  |                              | 2,173,068 |                            |      |   | 2,502,973 |  |   | 4,378,579  |   |  |   | 4,942,942 
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|NON-INTEREST EXPENSE:                               |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|Salaries and employee benefits                      |  |                              | 1,454,747 |                            |      |   | 1,379,035 |  |   | 2,914,900  |   |  |   | 3,023,694 
|Occupancy, equipment and data processing expense    |  |                              | 880,123   |                            |      |   | 704,378   |  |   | 1,778,811  |   |  |   | 1,324,330 
|Advertising                                         |  |                              | 171,841   |                            |      |   | 191,829   |  |   | 339,274    |   |  |   | 288,257   
|Professional services                               |  |                              | 169,957   |                            |      |   | 150,189   |  |   | 338,113    |   |  |   | 307,617   
|Other                                               |  |                              | 467,587   |                            |      |   | 966,782   |  |   | 942,713    |   |  |   | 1,404,039 
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|Total non-interest expense                          |  |                              | 3,144,255 |                            |      |   | 3,392,213 |  |   | 6,313,811  |   |  |   | 6,347,937 
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|INCOME BEFORE INCOME TAXES                          |  |                              | 2,246,984 |                            |      |   | 2,050,610 |  |   | 4,487,495  |   |  |   | 4,362,936 
|                                                    |  |                              |           |                           
|INCOME TAXES                                        |  |                              | 818,986   |                            |      |   | 698,708   |  |   | 1,655,493  |   |  |   | 1,564,503 
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|NET INCOME                                          |  | $                            | 1,427,998 |                            |      | $ | 1,351,902 |  | $ | 2,832,002  |   |  | $ | 2,798,433 
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|Other comprehensive (loss) income                   |  | $                            | (203,627  | )                          |      | $ | 6,449     |  | $ | (350,309   | ) |  | $ | 38,010    
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|COMPREHENSIVE INCOME                                |  | $                            | 1,224,371 |                            |      | $ | 1,358,351 |  | $ | 2,481,693  |   |  | $ | 2,836,443 
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|NET INCOME PER COMMON SHARE - BASIC                 |  | $                            | 0.27      |                            |      | $ | 0.25      |  | $ | 0.53       |   |  | $ | 0.52      
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           
|NET INCOME PER COMMON SHARE - DILUTED               |  | $                            | 0.25      |                            |      | $ | 0.24      |  | $ | 0.49       |   |  | $ | 0.49      
|                                                    |  |                              |           |                            |      |   |           |  |   |            |   |  |   |           



See accompanying notes to the
unaudited consolidated financial statements.



- 2 -



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PULASKI FINANCIAL CORP. AND SUBSIDIARIES



CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

SIX MONTHS ENDED MARCH 31, 2004 (UNAUDITED)



|                                                                                                                            |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |          |                  |  |   |          |   |  |   |            |   |  |   |            |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ------ | -------------- | - | ----------- | ------------------------ |  | ----------------------------------------------------- | ---------- |  | ------------------ | -------- | - | ----------------------------------- | - | -------- | ---------------- |  | - | -------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                                                                                            |  | CommonStock |        | Treasury Stock |   |             | AdditionalPaid-InCapital |  | UnearnedManagementRecognition &DevelopmentPlan Shares |            |  | UnearnedESOPShares |          |   | AccumulatedOtherComprehensiveIncome |   |          | RetainedEarnings |  |   | Total    |  
|BALANCE, September 30, 2003                                                                                                 |  | $           | 79,458 |                | $ | (19,342,305 | )                        |  | $                                                     | 27,058,914 |  | $                  | (320,755 | ) |                                     | $ | (300,153 | )                |  | $ | 512,887  |   |  | $ | 28,694,815 |   |  | $ | 36,382,861 |  
|                                                                                                                            |  |             |        |                |   |             |                          | 
|Comprehensive income:                                                                                                       |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |          |                  |  |   |          |   |  |   |            |   |  |   |            |  
|Net income                                                                                                                  |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |          |                  |  |   |          |   |  |   | 2,832,002  |   |  |   | 2,832,002  |  
|Unrealized gain on investment securities arising during the period, net of tax                                              |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |          |                  |  |   | 135,506  |   |  |   |            |   |  |   | 135,506    |  
|Less: reclassification adjustment for realized gain or sale of investment securities included net in net income, net of tax |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |          |                  |  |   | (485,815 | ) |  |   |            |   |  |   | (485,815   | )
|Dividends ($.06 per share)                                                                                                  |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |          |                  |  |   |          |   |  |   | (644,760   | ) |  |   | (644,760   | )
|Stock options exercised                                                                                                     |  |             |        |                |   | 334,969     |                          |  |                                                       | 11,204     |  |                    |          |   |                                     |   |          |                  |  |   |          |   |  |   |            |   |  |   | 346,173    |  
|Stock repurchase (34,065 shares)                                                                                            |  |             |        |                |   | (558,765    | )                        |  |                                                       |            |  |                    |          |   |                                     |   |          |                  |  |   |          |   |  |   |            |   |  |   | (558,765   | )
|Equity trust shares purchased                                                                                               |  |             |        |                |   | (125,000    | )                        |  |                                                       | 125,000    |  |                    |          |   |                                     |   |          |                  |  |   |          |   |  |   |            |   |  |   |           |  
|Release of ESOP shares                                                                                                      |  |             |        |                |   |             |                          |  |                                                       | 109,941    |  |                    |          |   |                                     |   | 38,793   |                  |  |   |          |   |  |   |            |   |  |   | 148,734    |  
|Net Management Recognition & Development Plan shares issued                                                                 |  |             |        |                |   | 9,171       |                          |  |                                                       | 15,319     |  |                    | (24,490  | ) |                                     |   |          |                  |  |   |          |   |  |   |            |   |  |   |           |  
|Amortization of Management Recognition and Development Plan shares                                                          |  |             |        |                |   |             |                          |  |                                                       |            |  |                    | 103,775  |   |                                     |   |          |                  |  |   |          |   |  |   |            |   |  |   | 103,775    |  
|                                                                                                                            |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |          |                  |  |   |          |   |  |   |            |   |  |   |            |  
|BALANCE, March 31, 2004                                                                                                     |  | $           | 79,458 |                | $ | (19,681,930 | )                        |  | $                                                     | 27,320,378 |  | $                  | (241,470 | ) |                                     | $ | (261,360 | )                |  | $ | 162,578  |   |  | $ | 30,882,057 |   |  | $ | 38,259,711 |  
|                                                                                                                            |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |          |                  |  |   |          |   |  |   |            |   |  |   |            |  



See accompanying notes to the
unaudited consolidated financial statements.



- 3 -



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PULASKI FINANCIAL CORP. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS FOR SIX MONTHS

ENDED MARCH 31, 2004 (UNAUDITED) AND MARCH 31, 2003 (UNAUDITED)



|                                                                              |  |      |              |   |      |   |              |  
|----------------------------------------------------------------------------- |  | ---- | ------------ | - | ---- | - | ------------ | -
|                                                                              |  | 2004 |              |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                         |  |      |              |   |      |   |              |  
|Net income                                                                    |  | $    | 2,832,002    |   |      | $ | 2,798,433    |  
|Adjustments to reconcile net income to net cash from operating activities:    |  |      |              |   |      |   |              |  
|Depreciation, amortization and accretion:                                     |  |      |              |   |      |   |              |  
|Premises and equipment                                                        |  |      | 552,364      |   |      |   | 402,807      |  
|Management Recognition and Development Plan stock awards                      |  |      | 103,775      |   |      |   | 87,344       |  
|ESOP shares committed to be released                                          |  |      | 148,734      |   |      |   | 161,044      |  
|Loan fees, discounts and premiums - net                                       |  |      | 410,643      |   |      |   | 221,576      |  
|Provision for loan losses                                                     |  |      | 579,775      |   |      |   | 770,221      |  
|Provision for losses on real estate acquired in settlement of loans           |  |      | 21,448       |   |      |   |             |  
|Gain on sale of loans                                                         |  |      | (1,704,767   | ) |      |   | (4,186,043   | )
|Gain on sales of real estate acquired in settlement of loans                  |  |      | (523         | ) |      |   |             |  
|Gain on sale of investment securities                                         |  |      | (736,084     | ) |      |   | (23,907      | )
|Originations of loans receivable for sale to correspondent lenders            |  |      | (362,530,153 | ) |      |   | (682,152,023 | )
|Proceeds from sales of loans to correspondent lenders                         |  |      | 366,768,095  |   |      |   | 640,708,043  |  
|Other, net                                                                    |  |      | (2,962,228   | ) |      |   | 1,152,144    |  
|                                                                              |  |      |              |   |      |   |              |  
|Net adjustments                                                               |  |      | 651,079      |   |      |   | (42,858,794  | )
|                                                                              |  |      |              |   |      |   |              |  
|Net cash provided by (used in) operating activities                           |  |      | 3,483,081    |   |      |   | (40,060,361  | )
|                                                                              |  |      |              |   |      |   |              |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                         |  |      |              |   |      |   |              |  
|Proceeds from sales of investment securities                                  |  |      | 2,163,232    |   |      |   | 209,425      |  
|Proceeds from maturities of investment                                        |  |      | 1,050,000    |   |      |   |             |  
|Proceeds from redemption of FHLB stock                                        |  |      | 3,701,600    |   |      |   |             |  
|Purchase of bank-owned life insurance policy                                  |  |      | (193,719     | ) |      |   | (151,242     | )
|Purchases of investment securities and FHLB stock                             |  |      | (6,430,774   | ) |      |   | (4,162,494   | )
|Principal payments received on mortgage-backed securities                     |  |      | 1,033,600    |   |      |   | 1,852,698    |  
|Net increase in loans                                                         |  |      | (103,614,153 | ) |      |   | (14,008,617  | )
|Proceeds from sales of real estate acquired in settlement of loans receivable |  |      | 54,500       |   |      |   |             |  
|Net additions to premises and equipment                                       |  |      | (705,551     | ) |      |   | (1,747,862   | )
|                                                                              |  |      |              |   |      |   |              |  
|Net cash used in investing activities                                         |  |      | (102,941,265 | ) |      |   | (18,008,092  | )
|                                                                              |  |      |              |   |      |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                         |  |      |              |   |      |   |              |  
|Net increase in deposits                                                      |  |      | 3,391,505    |   |      |   | 41,757,319   |  
|Proceeds from Federal Home Loan Bank advances - net                           |  |      | 75,000,000   |   |      |   | 17,200,000   |  
|Proceeds from other borrowed money                                            |  |      | 4,000,000    |   |      |   |             |  
|Proceeds from subordinated debentures                                         |  |      | 9,279,000    |   |      |   |             |  
|Net increase in due to other banks                                            |  |      | 6,458,696    |   |      |   | 3,215,490    |  
|Net decrease in advance payments by borrowers for taxes and insurance         |  |      | (1,190,686   | ) |      |   | (1,377,784   | )
|Dividends paid on common stock                                                |  |      | (644,760     | ) |      |   | (475,936     | )
|Treasury stock issued under stock option plan                                 |  |      | 346,173      |   |      |   | 246,601      |  
|Stock repurchase                                                              |  |      | (558,765     | ) |      |   | (1,456,626   | )
|                                                                              |  |      |              |   |      |   |              |  
|Net cash provided by financing activities                                     |  |      | 96,081,163   |   |      |   | 59,109,064   |  
|                                                                              |  |      |              |   |      |   |              |  



(Continued)



- 4 -



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PULASKI FINANCIAL CORP. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS FOR SIX MONTHS

ENDED MARCH 31, 2004 (UNAUDITED) AND MARCH 31, 2003 (UNAUDITED)



|                                                     |  |      |            |   |      |   |           
|---------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ----------
|                                                     |  | 2004 |            |   | 2003
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |  | $    | (3,377,021 | ) |      | $ | 1,040,611 
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     |  |      | 18,655,646 |   |      |   | 11,176,728
|                                                     |  |      |            |   |      |   |           
|CASH AND CASH EQUIVALENTS AT END OF PERIOD           |  | $    | 15,278,625 |   |      | $ | 12,217,339
|                                                     |  |      |            |   |      |   |           
|ADDITIONAL DISCLOSURES OF CASH FLOW INFORMATION:     |  |      |            |   |      |   |           
|Cash paid during the period for:                     |  |      |            |   |      |   |           
|Interest                                             |  | $    | 3,316,063  |   |      | $ | 3,979,812 
|Income taxes                                         |  |      | 3,074,366  |   |      |   | 1,425,000 
|                                                     |  |     
|NONCASH INVESTING ACTIVITIES:                        |  |      |            |   |      |   |           
|Real estate acquired in settlement of loans          |  |      | 304,184    |   |      |   |          



See
accompanying notes to the unaudited consolidated financial statements.



- 5 -



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PULASKI FINANCIAL CORP. AND SUBSIDIARIES



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



|1. |  | FINANCIAL STATEMENTS
|-- |  | --------------------



The unaudited consolidated financial statements include the accounts of Pulaski Financial Corp. (the Company) and its wholly owned subsidiary,
Pulaski Bank (the Bank), and its wholly owned subsidiary, Pulaski Service Corporation. All significant intercompany accounts and transactions have been eliminated. The assets of the Company consist primarily of the outstanding shares of
the Bank, and it has no significant liabilities. Accordingly, the information set forth in this report, including the consolidated financial statements and related financial data, relates primarily to the Bank. The Company operates as a single
business segment, providing traditional community banking services through its full service branch network.



In the opinion of management, the unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of the financial condition of the Company as of March 31, 2004 and September 30, 2003 and its results of operations for the three and six-month periods ended March 31, 2004 and 2003. The results of operations for
the three and six-months ended March 31, 2004 and 2003 are not necessarily indicative of the operating results that may be expected for the entire fiscal year. These unaudited consolidated financial statements should be read in conjunction with the
Companys audited consolidated financial statements for the year ended September 30, 2003 contained in the Companys 2003 Annual Report to Stockholders, which was filed as an exhibit to the Companys Annual Report on Form 10-K for the
year ended September 30, 2003.



|2. |  | EARNINGS PER SHARE
|-- |  | ------------------



|                                              |  |                             |  |                            |  |           |  |          
|--------------------------------------------- |  | --------------------------- |  | -------------------------- |  | --------- |  | ---------
|                                              |  | Three Months EndedMarch 31, |  | Six Months Ended March 31,
|                                              |  | 2004                        |  | 2003                       |  | 2004      |  | 2003     
|Weighted average shares outstanding - basic   |  | 5,376,407                   |  | 5,354,938                  |  | 5,373,233 |  | 5,368,890
|Effect of dilutive stock options              |  | 447,273                     |  | 319,770                    |  | 427,198   |  | 312,564  
|                                              |  |                             |  |                            |  |           |  |          
|Weighted average shares outstanding - diluted |  | 5,823,680                   |  | 5,674,708                  |  | 5,800,431 |  | 5,681,454
|                                              |  |                             |  |                            |  |           |  |          
|Anti-dilutive shares                          |  | 16,782                      |  |                           |  | 9,596     |  |         
|                                              |  |                             |  |                            |  |           |  |          



Under the treasury
stock method, outstanding stock options are dilutive when the average market price of the Companys common stock exceeds the option price during a period. In addition, proceeds from the assumed exercise of dilutive options along with the
related tax benefit are assumed to be used to repurchase common shares at the average market price of such stock during the period. Anti-dilutive shares are those option shares with exercise prices in excess of the current market value.



- 6 -



---

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation 
Transition and Disclosure (SFAS 148), which provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 requires disclosures in the
interim as well as annual financial statements about the method of accounting used for stock-based employee compensation and the effect of the method on net income. The Company has elected to continue to account for stock-based employee compensation
under APB Opinion No. 25. Accordingly, no stock-based employee compensation cost related to options granted is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common
stock on the date of the grant.



The following table shows pro
forma compensation expense, net income and earnings per share as if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards No.123, Accounting for Stock Based Compensation.



|                                                                                                                               |  |                                       |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------- | --------- | - | --------------------------- | - | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                                                                                               |  | Three Months Ended, March 31,         |           |   | Six Months Ended, March 31, |  
|                                                                                                                               |  | 2004                                  |           |   | 2003                        |   |           | 2004 |  |   | 2003      |  
|                                                                                                                               |  | (In thousands, except per share data) |          
|Net income, as reported:                                                                                                       |  | $                                     | 1,427,998 |   |                             | $ | 1,351,902 |      |  | $ | 2,832,002 |   |  | $ | 2,798,433 |  
|Deduct: Total stock-based employee compensation expense, determined under fair value method for all awards - net of tax effect |  |                                       | (42,179   | ) |                             |   | (38,281   | )    |  |   | (81,783   | ) |  |   | (90,523   | )
|                                                                                                                               |  |                                       |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Pro forma net income attributable to common stock                                                                              |  | $                                     | 1,385,819 |   |                             | $ | 1,313,621 |      |  | $ | 2,750,219 |   |  | $ | 2,707,910 |  
|                                                                                                                               |  |                                       |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Earnings per share:                                                                                                            |  |                                       |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Basic - as reported                                                                                                            |  |                                       | 0.27      |   |                             |   | 0.25      |      |  |   | 0.53      |   |  |   | 0.52      |  
|Basic - pro forma                                                                                                              |  |                                       | 0.26      |   |                             |   | 0.25      |      |  |   | 0.51      |   |  |   | 0.50      |  
|                                                                                                                               |  |                                       |           |  
|Diluted - as reported                                                                                                          |  |                                       | 0.25      |   |                             |   | 0.24      |      |  |   | 0.49      |   |  |   | 0.49      |  
|Diluted - pro forma                                                                                                            |  |                                       | 0.24      |   |                             |   | 0.23      |      |  |   | 0.47      |   |  |   | 0.48      |  



|3. |  | Corporation Obligated Floating Rate Trust Preferred Securities
|-- |  | --------------------------------------------------------------



On March 30, 2004 Pulaski Financial Statutory Trust I, a Connecticut statutory trust, issued $9.0 million adjustable-rate preferred securities. The
proceeds from this issuance, along with the Companys $279,000 capital contribution for the Trusts common securities, were used to acquire $9.3 million aggregate principal amount of the Companys amount of the Companys floating
rate junior subordinated deferrable interest debentures due 2034 (the Debentures), which constitute the sole asset of the Trust. The interest rate on the Debentures and the capital securities is variable and adjustable quarterly at 2.70%
over the three-month LIBOR, with an initial rate of 3.81%.



The stated maturity of the Debentures is June 17, 2034. In addition, the Debentures are subject to redemption at par at the option of the Company, subject to prior regulatory approval, in whole or in part on any interest payment date on or
after June 17, 2009.



- 7 -



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|4. |  | RECLASSIFICATIONS
|-- |  | -----------------



Certain reclassifications have been made to 2003 amounts to conform to the 2004 presentation.



* * * * * *



- 8 -



---

MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS



FORWARD LOOKING STATEMENTS



This report contains forward-looking statements within the meaning of the federal securities
laws. These statements are not historical facts, rather they are statements, based on the Companys current expectations, regarding its business strategies, intended results and future performance. Forward-looking statements are preceded by
terms such as expects, believes, anticipates, intends, and similar expressions.



Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause the Companys actual results, performance and
achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, general economic conditions, including changes in
market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; changes in accounting principles and guidelines; competition, demand for loan products; deposit flows; and other factors
disclosed periodically in the Companys filings with the Securities and Exchange Commission.



Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this report or made elsewhere from time to time by the
Company or on its behalf. Except as required by applicable law or regulation, the Company assumes no obligation to update any forward-looking statements.



OVERVIEW



Managements discussion and analysis of financial condition and results of operations is intended to assist in understanding the financial condition and results of
operations of the Company. The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and accompanying notes thereto.



The Companys business strategy is to focus on the growth and efficiency of five core products, which includes two deposit
products, checking and money market accounts, and three loan products, residential, home equity and commercial loans. These five products provide the primary source of the Banks operating income and are the focus of
the Companys growth in the balance sheet. Driving these relationships are more than 40 seasoned residential and commercial lenders in the Companys two market locations, St. Louis and Kansas City, which includes seven branch locations and
two loan production offices. During the quarter ended March 31, 2004, the Company realized important gains in each of the five core products, which led to a record 13% or $57.8 million increase in assets during the quarter and a total of
23.9% or $95.9 million increase in assets year to date. Total assets equaled $497.3 million at March 31, 2004 compared to $401.4 million at September 30, 2003, respectively.



Net income increased 5.6%, or $76,000 to $1.4 million, or $0.25 diluted earnings per share, for the quarter ended March 31, 2004,
compared to $1.4 million, or $0.24 diluted earnings per share for the quarter ended March 31, 2003. For the six months ended March 31, 2004, net income and diluted earnings per share remain unchanged at $2.8 million and $0.49, respectively. The
Companys earnings benefited from higher net interest income, retail-banking revenue and gains on sale of investment securities, combined with lower non-interest expense, but was partially offset by declines in mortgage revenue. Fiscal 2003 was
one of the best mortgage banking environments in history due to the low interest rate environment. The decline in interest rates resulted in extraordinary refinance activity. During the fourth quarter of 2003, refinance activity decreased
significantly. The Companys mortgage applications dropped by more than 50% from its peak. While the decline in refinance activity resulted in the Company realizing lower mortgage revenues, which declined 50.7% to $930,000 for the quarter
ending March 31, 2004, the Companys retained loan portfolio realized extraordinary growth, increasing 36.9% or $102.3 million for



- 9 -



---

the six month period ended March 31, 2004. The growth has resulted in higher net interest income for the quarter and year
to date periods. As the Company has transitioned out of the refinance boom, the Company has also bolstered net income through $736,000 in gains on sale of investment securities through the six months ended March 31, 2004, $456,000 of which came in
the most recent quarter.



During the quarter ended March 31, 2004, the Company
consummated two transactions that enhance the Companys overall financial condition: the issuance of $9.0 million of trust preferred securities and the sale of $2.5 million in non-performing loans. The issuance of the trust preferred securities
bolsters the Banks regulatory capital levels as the proceeds were injected into the Bank as additional capital. The additional capital can support close to $200 million in additional asset growth. The Company sold the pool of non-performing
loans at approximately par value. The Company wrote off $100,000 in accrued interest at the time of sale of the $2.5 million pool. At December 31, 2003, the Companys allowance for loan losses as a percentage of nonperforming loans was 102.06%.
After the sale, this ratio increased to 192.99% at March 31, 2004.



RECENT EVENTS



On January
26, 2004, the Company announced that it would be launching a new title insurance business that will further build on the Banks goal of becoming a full service consumer and commercial bank. John Banjak, 36, formerly president and general
counsel of Abstar Title in St. Louis joined the Bank as president of title operations.



On January 28, 2004, the Company announced Christopher K. Reichert, 39, the Companys executive vice president, and William M. Corrigan, Jr., 44, a principal in the law firm Armstrong Teasdale, LLP, were elected to the Board of
Directors. The Company further announced expectations to see the commercial loan portfolio top $100 million within three years.



On March 30, 2004, the Company announced the issuance of $9.0 million in trust preferred securities and that the added capital would provide the equity leverage to grow
the Bank to more than $700 million in assets.



Managements
Discussion on Core Business Strategy



The Companys
retained loan portfolio, net of allowance for loan lossesincreased to $379.2 million at March 31, 2004 from $276.9 million at September 30, 2003. The Companys strong commitment to its three core lending products,
homeequity lines of credit, residential mortgages and commercial loans, resulted in a $65.7 million, or 21%, increase in loans receivable during the quarter ended March 31, 2004 and $102.3 million, or 36.9%, increase
year to date. Net interest income increased$200,000 to $3.5 million for the quarter ended March 31, 2004 compared to the same period a year ago and increased $464,000 to $7.0 million for six months ended March 31, 2004. Current period net
interest income was reduced $100,000 due to the $2.5 million sale of non-performing loans. Growth in net interest income was due to growth in the average balance of interest bearing assets. The average balance of interest earning assets increased
from $390.4 million for the quarter ended March 31, 2003 to $406.6 million for the quarter ended March 31, 2004. The growth in the average balance of interest earning assets was due primarily to growth in the balance of loans receivable, but was
offset by a $84.8 million decline in the average balance of loans held for sale. The Companys net interest margin year to date increased 9 basis points from 3.47% during the six-month period ended March 31, 2003 to 3.56% during the six-month
period ended March 31, 2004 and 6 basis points from the three months ended March 31, 2003 of 3.42% to 3.48% for the three months ended March 31, 2004.



Commercial real estate and commercial and industrial loans increased $33.8 million to $41.1 million at March 31, 2004 compared to $7.3 million at September
30, 2003. The newly formed commercial division has increased its total portfolio to $55.8 million, which includes $14.7 million in residential loans originated to commercial borrowers. Two years ago, the Company began originating commercial credits
focusing exclusively on strong borrowers collateralized by commercial real estate. The Company expanded the commercial lending team in the current fiscal year by hiring three experienced commercial lenders from the St. Louis area, including Brian



- 10 -



---

Björkman, the president of the commercial lending division. The commercial loan growth over the next three years is
expected to be about 70% commercial real estate and 30% C&I. At March 31, 2004, the Company had $9.1 million in C&I loans. Management believes that commercial relationships are essential for the long-term growth of the Company, for
diversification of assets as well as expansion of the customer deposit base. At March 31, 2004, the Company had no significant commercial delinquencies.



Home equity lines of credit remain the most consistently growing interest-earning asset within the Company. The equity line balances increased $29.6 million
to $118.3 million at March 31, 2004 compared to $88.8 million at September 30, 2003. Home equity loans are approved for qualified borrowers in conjunction with the first mortgage loan applications. The large volume of mortgage loans originated in
recent years has provided many opportunities to cross-sell this product to customers. As a prime-based asset, home equity lines carry low interest rate risk characteristics and attractive yields, lending stability to the Banks net interest
margin. At March 31, 2004, the Bank had a balance of $155,000 of non-performing home equity loans or 0.13% of the home equity portfolio and had charge-offs of just $15,000 during the six months ended March 31, 2004.



Permanent and construction residential loan balances increased $41.5 million to
$223.7 million at March 31, 2004 compared to $182.2 million at September 30, 2003. Having focused on becoming a large volume mortgage lender has allowed the Bank the opportunity to carefully select loans to retain. Typically, portfolio loans mature
or reprice within three years and carry higher credit risk and interest rate yields than conforming loans that are originated for sale. In July 2003, following two years of declines, the Banks retained residential mortgage portfolio began
expanding. The interest rate environment, which had declined steadily for two years, suddenly increased. This resulted in a significant decline in customer payoffs due to refinances. As the prepayment levels declined, the portfolio began to grow. At
March 31, 2004, the balance of residential non-performing loans was $1.8 million. The Company has government guarantees on $431,000 of the $1.8 million of non-performing residential loans. In part due to the historically strong collateral of the
residential loan portfolio, the Company has absorbed few losses with this product, including just $23,000 during the six months ended March 31, 2004 and $26,000 for the fiscal year ended September 30, 2003. In the Midwest region of the United
States, residential properties have not experienced any significant price declines over the last 10 years. In an economic environment that resulted in declining residential values, the Company would be at increased risk of credit losses from
non-performing loans.



Offsetting growth in the retained portfolio, the average
balance of mortgage loans held for sale declined $84.8 million to $49.7 million for the quarter ended March 31, 2004. The decline in average balances during the period resulted in a $1.0 million decline in interest income from loans
held for sale to $477,000 for the quarter ended March 31, 2004 compared to $1.5 million for the quarter ended March 31, 2003. Year to date, interest income on loans held for sale declined from $2.8 million for the six month period ended March 31,
2003 to $1.3 million for the six month period ended March 31, 2004. Mortgage revenues also declined as the volume of loan originations and sales declined. Mortgage revenue was $930,000 and $2.1 million for the three and six month periods ending
March 31, 2004, respectively, compared to $1.9 million and $3.6 million for the three and six month periods ending March 31, 2003. Mortgage revenue is generated primarily through the gain on sale of whole loans to investors. Through six months ended
March 31, 2004, the Company sold $366.8 million of loans to investors compared to $640.7 million for the six months ended March 31, 2003.



Total liabilities increased $94.0 million to $459.0 million at March 31, 2004 compared to $365.0 million at September 30, 2003. The Companys strategic focus on
growing core liability products centers on checking account and money market deposit growth. While the Company offers competitive CDs following strict pricing disciplines, it readily supports the core liability products with wholesale
funding in order to support asset growth. Wholesale funding sources include FHLB borrowings and public brokered CDs. At March 31, 2004 the Company had $11.4 million in brokered CDs.



The balance of checking accounts increased $2.9 million to $31.8 million at March 31, 2004 from $28.9 million at September 30,
2003. Approximately $2.2 million of the growth stems from new relationships with commercial checking accounts. Checking accounts are the lowest cost deposits for the Company and are also the primary



- 11 -



---

source of retail banking revenue. Retail banking revenue increased $107,000, or 24.3%, to $547,000 for the quarter ended
March 31, 2004 compared to $440,000 for the same period ended March 31, 2003. The increase in retail banking revenue was caused by a 21.0% increase in the number of checking accounts, which went from 11,843 at March 31, 2003 to 14,297 accounts at
March 31, 2004. The weighted average cost of checking account deposits was below 20 basis points.



The balance of money market accounts increased $7.1 million to $71.4 million at March 31, 2004 from $64.3 million at September 30, 2003. The Company is in its fourth year of pursuing money market
accounts as a core product and its third year of a successful marketing campaign, the Big Bertha Money Market Account. The product carries similar interest rate characteristics as the Companys home equity loans and results in an
ideal source of funds for the growth of this line of credit portfolio. Money market accounts are generally less interest rate sensitive and more stable than CD balances. The market became very competitive in money market accounts during the last two
months of the quarter, as several banks made aggressive marketing efforts to capture this market. The Company has stayed disciplined in its pricing and has seen slower growth toward the end of the quarter. Many bank managers have become very
aggressive pricing short-term deposits as they anticipate increases in the rate environment.



AVERAGE BALANCE SHEET



The following table sets forth information regarding average daily balances of assets and liabilities as well as the total dollar amounts of interest income from average
interest-earning assets and interest expense on average interest-bearing liabilities, resultant yields, interest rate spread, net interest margin, and ratio of average interest-earning assets to average interest-bearing liabilities for the periods
indicated.



- 12 -



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|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |             |        |   |  |      |  
|-------------------------------------------------------------------------------- |  | ---------------------- | ------- | -------------------- | ---------------- | ------ | ---------- |  | ---- | -------------- |  | -------------------- | ------- |  | ----------- | ------ | - |  | ---- | -
|                                                                                 |  | March 31, 2004         |        
|                                                                                 |  | Three Months Ended     |         |                      | Six Months Ended |       
|                                                                                 |  | AverageBalance         |         | InterestandDividends |                  |        | Yield/Cost |  |      | AverageBalance |  | InterestandDividends |         |  | Yield/ Cost |       
|                                                                                 |  | (Dollars in thousands) |        
|Interest-earning assets:                                                         |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Loans receivable                                                                 |  | $                      | 385,578 |                      | $                | 5,008  |            |  | 5.37 | %              |  | $                    | 371,351 |  | $           | 9,909  |   |  | 5.34 | %
|Investment securities                                                            |  |                        | 3,517   |                      |                  | 40     |            |  | 4.55 | %              |  |                      | 3,654   |  |             | 80     |   |  | 4.37 | %
|FHLB stock                                                                       |  |                        | 4,436   |                      |                  | 15     |            |  | 1.39 | %              |  |                      | 3,959   |  |             | 41     |   |  | 2.11 | %
|Mortgage-backed securities                                                       |  |                        | 8,036   |                      |                  | 102    |            |  | 5.07 | %              |  |                      | 8,309   |  |             | 213    |   |  | 5.12 | %
|Other                                                                            |  |                        | 5,004   |                      |                  | 12     |            |  | 1.00 | %              |  |                      | 5,668   |  |             | 28     |   |  | 0.99 | %
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Total interest-earning assets                                                    |  |                        | 406,571 |                      |                  | 5,177  |            |  | 5.09 | %              |  |                      | 392,941 |  |             | 10,271 |   |  | 5.23 | %
|                                                                                 |  |                        |         |                      |                  |       
|Non-interest-earning assets                                                      |  |                        | 34,008  |                      |                  |        |            |  |      |                |  |                      | 33,567  |  |             |        |   |  |      |  
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Total assets                                                                     |  | $                      | 440,579 |                      |                  |        |            |  |      |                |  | $                    | 426,508 |  |             |        |   |  |      |  
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Interest-bearing liabilities:                                                    |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Deposits                                                                         |  | $                      | 296,202 |                      | $                | 1,125  |            |  | 1.52 | %              |  | $                    | 295,320 |  | $           | 2,311  |   |  | 1.57 | %
|FHLB advances                                                                    |  |                        | 85,013  |                      |                  | 505    |            |  | 2.38 | %              |  |                      | 71,189  |  |             | 944    |   |  | 2.65 | %
|Other borrowed money                                                             |  |                        | 1,582   |                      |                  | 12     |            |  | 2.95 | %              |  |                      | 787     |  |             | 12     |   |  | 2.97 | %
|Subordinated debentures                                                          |  |                        | 198     |                      |                  | 1      |            |  | 3.81 | %              |  |                      | 98      |  |             | 1      |   |  | 3.81 | %
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Total interest-bearing liabilities                                               |  |                        | 382,995 |                      |                  | 1,643  |            |  | 1.72 | %              |  |                      | 367,394 |  |             | 3,268  |   |  | 1.78 | %
|                                                                                 |  |                        |         |                      |                  |       
|Non-interest bearing liabilities                                                 |  |                        | 20,897  |                      |                  |        |            |  |      |                |  |                      | 21,545  |  |             |        |   |  |      |  
|Shareholders equity                                                             |  |                        | 36,687  |                      |                  |        |            |  |      |                |  |                      | 37,569  |  |             |        |   |  |      |  
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Total liabilities and stockholders equity                                        |  | $                      | 440,579 |                      |                  |        |            |  |      |                |  | $                    | 426,508 |  |             |        |   |  |      |  
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Net interest income                                                              |  |                        |         |                      | $                | 3,534  |            |  |      |                |  |                      |         |  | $           | 7,003  |   |  |      |  
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Interest rate spread                                                             |  |                        |         |                      |                  |        |            |  | 3.37 | %              |  |                      |         |  |             |        |   |  | 3.45 | %
|Net interest margin                                                              |  |                        |         |                      |                  |        |            |  | 3.48 | %              |  |                      |         |  |             |        |   |  | 3.56 | %
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                        |         |                      |                  | 106.16 | %          |  |      |                |  |                      |         |  |             | 106.95 | % |  |      |  
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |             |        |   |  |      |  



|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |            |        |   |  |      |  
|-------------------------------------------------------------------------------- |  | ---------------------- | ------- | -------------------- | ---------------- | ------ | ---------- |  | ---- | -------------- |  | -------------------- | ------- |  | ---------- | ------ | - |  | ---- | -
|                                                                                 |  | March 31, 2003         |        
|                                                                                 |  | Three Months Ended     |         |                      | Six Months Ended |       
|                                                                                 |  | AverageBalance         |         | InterestandDividends |                  |        | Yield/Cost |  |      | AverageBalance |  | InterestandDividends |         |  | Yield/Cost |       
|                                                                                 |  | (Dollars in thousands) |        
|Interest-earning assets:                                                         |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |            |        |   |  |      |  
|Loans receivable                                                                 |  | $                      | 373,240 |                      | $                | 5,142  |            |  | 5.51 | %              |  | $                    | 359,325 |  | $          | 10,221 |   |  | 5.69 | %
|Investment securities                                                            |  |                        | 2,906   |                      |                  | 45     |            |  | 6.24 | %              |  |                      | 2,911   |  |            | 91     |   |  | 6.23 | %
|FHLB stock                                                                       |  |                        | 7,688   |                      |                  | 57     |            |  | 2.96 | %              |  |                      | 7,162   |  |            | 107    |   |  | 2.99 | %
|Mortgage-backed securities                                                       |  |                        | 6,073   |                      |                  | 103    |            |  | 6.81 | %              |  |                      | 6,557   |  |            | 225    |   |  | 6.85 | %
|Other                                                                            |  |                        | 463     |                      |                  | 4      |            |  | 3.10 | %              |  |                      | 528     |  |            | 5      |   |  | 2.05 | %
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |            |        |   |  |      |  
|Total interest-earning assets                                                    |  |                        | 390,370 |                      |                  | 5,351  |            |  | 5.48 | %              |  |                      | 376,483 |  |            | 10,649 |   |  | 5.66 | %
|                                                                                 |  |                        |         |                      |                  |       
|Non-interest-earning assets                                                      |  |                        | 20,637  |                      |                  |        |            |  |      |                |  |                      | 20,725  |  |            |        |   |  |      |  
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |            |        |   |  |      |  
|Total assets                                                                     |  | $                      | 411,007 |                      |                  |        |            |  |      |                |  | $                    | 397,208 |  |            |        |   |  |      |  
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |            |        |   |  |      |  
|Interest-bearing liabilities:                                                    |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |            |        |   |  |      |  
|Deposits                                                                         |  | $                      | 226,040 |                      | $                | 1,076  |            |  | 1.90 | %              |  | $                    | 219,121 |  | $          | 2,189  |   |  | 2.00 | %
|FHLB advances                                                                    |  |                        | 130,679 |                      |                  | 938    |            |  | 2.87 | %              |  |                      | 124,718 |  |            | 1,919  |   |  | 3.08 | %
|Other borrowed money                                                             |  |                        | 267     |                      |                  | 3      |            |  | 4.25 | %              |  |                      | 132     |  |            | 3      |   |  | 4.30 | %
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |            |        |   |  |      |  
|Total interest-bearing liabilities                                               |  |                        | 356,986 |                      |                  | 2,017  |            |  | 2.26 | %              |  |                      | 343,971 |  |            | 4,111  |   |  | 2.39 | %
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |            |        |   |  |      |  
|Non-interest bearing liabilities                                                 |  |                        | 19,471  |                      |                  |        |            |  |      |                |  |                      | 19,127  |  |            |        |   |  |      |  
|Shareholders equity                                                             |  |                        | 34,550  |                      |                  |        |            |  |      |                |  |                      | 34,111  |  |            |        |   |  |      |  
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |            |        |   |  |      |  
|Total liabilities and stockholders equity                                        |  | $                      | 411,007 |                      |                  |        |            |  |      |                |  | $                    | 397,208 |  |            |        |   |  |      |  
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |            |        |   |  |      |  
|Net interest income                                                              |  |                        |         |                      | $                | 3,334  |            |  |      |                |  |                      |         |  | $          | 6,538  |   |  |      |  
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |            |        |   |  |      |  
|Interest rate spread                                                             |  |                        |         |                      |                  |        |            |  | 3.22 | %              |  |                      |         |  |            |        |   |  | 3.27 | %
|Net interest margin                                                              |  |                        |         |                      |                  |        |            |  | 3.42 | %              |  |                      |         |  |            |        |   |  | 3.47 | %
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                        |         |                      |                  | 109.35 | %          |  |      |                |  |                      |         |  |            | 109.45 | % |  |      |  
|                                                                                 |  |                        |         |                      |                  |        |            |  |      |                |  |                      |         |  |            |        |   |  |      |  



- 13 -



---

Additional Discussion on Financial Condition



Cash and cash equivalents decreased $3.4 million, from $18.7 million at September 30, 2003 to $15.3 million at March 31, 2004. The
decrease in cash resulted from a decrease of overnight deposits, which typically accumulate from proceeds wired from investors on loan sales.



The balance of Federal Home Loan Bank advances increased $75.0 million to $106.5 million at March 31, 2004 from $31.5 million at September 30, 2003. The increase
in advances was used to fund loan growth. The Company is currently limited to 40% of its total assets in borrowing capacity from the FHLB of Des Moines subject to sufficient collateral.



The Company also added two new liabilities during the quarter designed at bolstering the consolidated regulatory capital levels of the
organization. On March 30, 2004, the Company issued $9.0 million of trust preferred securities. In addition, the Company borrowed another $4 million and contributed the proceeds into the Bank as capital.



Balances due to other banks increased $6.5 million to $17.4 million at March 31, 2004.
Due to other banks is the balance of checks drawn on a correspondent Banks checking account. On a daily basis, the Company settles with the correspondent bank. The balances primarily represent the checks issued to fund loans on the final
business day of the month.



Total stockholders equity increased
$1.9 million to $38.3 million at March 31, 2004 from $36.4 million at September 30, 2003. The increase was primarily attributable to net income for the six months of $2.8 million. Offsetting the increase in equity was the repurchase of 34,065 shares
of common stock for $559,000 and the payment of dividends of $645,000.



NON-PERFORMING ASSETS AND DELINQUENCIES



Total non-performing assets decreased $1.8 million from $4.3 million at September 30, 2003 to $2.5 million at March 31, 2004. During the quarter, the Company sold a pool
of $2.5 million in non-performing residential loans to an investor. Although the Company was not paid for $100,000 of interest, which became uncollectible at the time of sale, the Company was paid close to par value for the credits. The allowance
for loan losses increased $486,000 to $4.4 million at March 31, 2004 from $3.9 million at September 30, 2003. The allowance as a percentage of nonperforming loans increased from 91.3% at September 30, 2003 to 193.0% at March 31, 2004.



PROVISION FOR LOAN LOSSES



The provision for loan losses was $316,000 and $580,000 for
the three and six-month periods ended March 31, 2004 compared to $394,000 and $770,000 for the three and six-month period ended March 31, 2003. The decline in the provision for loan losses was due primarily to the sale of $2.5 million in
non-performing loan balances.



The provision for loan losses is determined by
management as the amount to bring the allowance for loan losses to a level that is considered adequate to absorb losses inherent in the loan portfolio. The allowance for loan losses is a critical accounting estimate reported within the consolidated
financial statements. The allowance is based upon quarterly management estimates of expected losses inherent in the loan portfolio. Management estimates are determined by quantifying certain risks in the portfolio that are affected primarily by
changes in the nature and volume of the portfolio combined with an analysis of past-due and classified loans, but can also be affected by the following factors: changes in lending policies and procedures, including underwriting standards and
collections, charge-off and recovery practices, changes in national and local economic conditions and developments, and changes in the experience, ability, and depth of lending management staff.



- 14 -



---

Because management adheres to specific loan underwriting guidelines focusing primarily on residential and commercial real
estate and home equity loans secured by one-to four-family and commercial properties, the Banks five-year historical loan loss experience has been low at $185,000 annually. While the losses have increased slightly over the last five years, the
balance of the allowance has increased dramatically, almost doubling in the last two fiscal years. The growth in the allowance for loan losses was due to an increase in risk in the loan portfolio. The Company was historically a lender of only 1-4
family conforming residential loans. Today the Company has expanded its loan portfolio to include higher risk home equity, commercial and construction loans. Because the Companys loan portfolio is typically collateralized by real properties,
losses occur more frequently when property values are declining and borrowers are losing equity in the Companys collateral. At present, the property values in the Companys lending areas have been stable and appreciating.



The following table is a summary of our loan loss experience for the periods indicated:



|                                               |  |                           |        |   |      |   |       |  
|---------------------------------------------- |  | ------------------------- | ------ | - | ---- | - | ----- | -
|                                               |  | Six Months EndedMarch 31, |       
|                                               |  | 2004                      |        |   | 2003 |  
|                                               |  | (In thousands)            |       
|Allowance for loan losses, beginning of period |  | $                         | 3,866  |   |      | $ | 2,553 |  
|Provision for loan losses                      |  |                           | 580    |   |      |   | 770   |  
|                                               |  |                          
|Loans charged-off                              |  |                           | (106   | ) |      |   | (62   | )
|Recoveries of loans previously charged-off     |  |                           | 10     |   |      |   | 2     |  
|                                               |  |                           |        |   |      |   |       |  
|Allowance for loan losses, end of period       |  |                           | 4,350  |   |      |   | 3,263 |  
|                                               |  |                           |        |   |      |   |       |  
|Ratio of allowance to total loans outstanding  |  |                           | 0.98   | % |      |   | 0.84  | %
|Ratio of allowance to nonperforming loans      |  |                           | 192.99 | % |      |   | 99.39 | %



The following assessments are
performed quarterly in accordance with the Companys allowance for loan losses methodology:



Homogeneous residential mortgage loans are given one of five standard risk ratings at the time of origination. The risk ratings are assigned through the use of a credit scoring model, which assesses credit risk
determinants from the borrowers credit history, the loan-to-value ratio, the affordability ratios or other personal history. Five-year historical loss rates and industry data for each credit rating is used to determine the appropriate
allocation percentage for each loan grade. Commercial real estate, consumer and home equity loans are assigned standard risk weightings that determine the allocation percentage.



When commercial real estate loans are over 30 days delinquent or residential, consumer and home equity loans are over 90 days past due, they
are evaluated individually for impairment. Additionally, loans that demonstrate credit weaknesses that may impact the borrowers ability to repay or the value of the collateral are also reviewed individually for impairment. The Company
considers a loan to be impaired when management believes it will be unable to collect all principal and interest due according to the contractual terms of the loan. If a loan is impaired, the Company records a loss valuation equal to the excess of
the loans carrying value over the present value of estimated future cash flows or the fair value of collateral if the loan is collateral dependent.



The Companys methodology includes factors that allow the Company to adjust its estimates of losses based on the most recent information available. Historic loss
rates used to determine allowance provisions are adjusted to reflect the impact of current conditions, including actual collection and charge-off experience.



- 15 -



---

DISCUSSION OF OTHER INCOME AND
EXPENSE FROM OPERATIONS FOR THREE AND SIX MONTHS ENDED MARCH 31, 2004



Gain on sale of investment securities was $456,000 and $736,000 for the three and six
month periods ending March 31, 2004, respectively, compared to $0 and $24,000 in gains on sale of investment securities for the three and six month periods ending March 31, 2003, respectively. The gain was the result of the sale of certain equity
securities held by the Company, which were sold during the current period. The Companys investment policy allows it to purchase up to 5% ownership in other publicly traded thrift holding companies. The Company typically purchases
well-capitalized thrift stocks that are close to St. Louis and trading at a low valuation.



Other income increased $34,000 to $174,000 for the three-month period ending March 31, 2004 compared to the three-month period ending March 31, 2003. For the six-month period ending March 31, 2004 other income
was $375,000 compared to $325,000 for six months ending March 31, 2003. Other income consists primarily of changes in value of the Bank Owned Life Insurance, fee income from a correspondent bank and lease income from tenants.



Salaries and employee benefits expense increased $76,000 to $1.5 million for the
three-month period ended March 31, 2004 from $1.4 million for the three-month period ended March 31, 2003. For the six-month period ending March 31, 2004 salaries and employee benefits expense is down $109,000 to $2.9 million due primarily to lower
costs from loan origination staff. During the first quarter of fiscal 2004, the Company had lower ESOP and other benefit related expense but was offset in the second quarter by increased salary expense due to employee additions stemming from the
added branch locations in OFallon and Wornall as well as the newly created title insurance business.



Occupancy and equipment related expenses increased $175,000 to $880,000 during the three-month period ended March 31, 2004 and $455,000 to $1.8 million compared to the three- and six-month periods ended March
31, 2003. The growth in the occupancy and equipment related expenses relate to the opening of two new bank locations and the operations center during the last year.



Other expense declined $499,000 to $468,000 during the three-month period ended March 31, 2004 compared to the three-month period
ended March 31, 2003. For the six-month period, other expense is down $461,000. The decline in other expense was primarily attributed to the added cost to retire $5 million in long-term FHLB advances of $387,000 during March of 2003.



INCOME TAXES



The provision for income taxes was $819,000 for the three-month period ended March 31, 2004
compared to $699,000 for the three-month period ended March 31, 2003. For the six-month periods, provision for income tax was $1.7 million and $1.6 million for the periods ending March 31, 2004 and March 31, 2003, respectively. The effective tax
rates for the six-month periods ended March 31, 2004 and 2003 were 36.9% and 35.9%, respectively.



LIQUIDITY AND CAPITAL RESOURCES



At March 31, 2004, the Bank had outstanding commitments to originate loans of $95.3 million and commitments to sell loans on a best efforts basis of $81.0 million. At the
same date certificates of deposit that are scheduled to mature in one year or less totaled $120.2 million. Based on past experience, management believes the majority of maturing certificates of deposit will remain with the Bank.



If the Bank or the Company requires funds beyond its ability to generate them internally, the
Bank has the ability to borrow funds for the FHLB under a blanket agreement which assigns all investments in FHLB stock, qualifying first residential mortgage loans, residential loans held for sale and home equity loans with a 90% or LTV as



- 16 -



---

collateral to secure the amounts borrowed. Total borrowings from the Federal Home Loan Bank are subject to limitations
based upon a risk assessment of the Bank, which currently allows for a line of credit equal to 40% of the Banks assets. At March 31, 2004, the Bank had approximately $198.2 million in available borrowing authority under the above-mentioned
arrangement, $106.5 million of which had been borrowed in advances from the FHLB. The Company also maintains a $12 million line of credit with a correspondent bank.



SOURCES AND USES OF CASH



The Company is a large originator of residential mortgage loans with more than 75% of the
loans being sold into the secondary residential mortgage investment community. Consequently, the primary source and use of cash in operations is to originate loans for sale, which used $362.5 million in cash during the six months ended March
31, 2004 and provided proceeds of cash of $366.8 million from loan sales. Also, the Company realized $1.7 million of gains on sale of loans.



The primary use of cash from investing activities is also from loans that are originated for the portfolio. During the six months ended March 31, 2004, the Company
had a net increase of $103.6 million in loans, which increased substantially from $14.0 million for the six months ended March 31, 2003. See the Managements Discussion on Core Business Strategy above for a discussion on the growth of
the retained loan portfolio.



With the growth in the loan portfolio, the
Companys primary source of funds from financing activities came from Federal Home Loan Bank advances, which increased $75.0 million during the six months ended March 31, 2004. Deposit balances increased $3.4 million. During the quarter
ended March 31, 2004, the Company also received $9.0 million from issuance of trust preferred securities and $4 million from a correspondent bank. Both transactions resulted in an increase in the Banks regulatory capital levels.



The following table presents the maturity structure of time deposits and other maturing
liabilities at March 31, 2004:



Quarter ended March 31, 2004

(In thousands)



|                                      |  |                         |         |                 |   |                  |  |                    |       |                        |   |        |  |   |      
|------------------------------------- |  | ----------------------- | ------- | --------------- | - | ---------------- |  | ------------------ | ----- | ---------------------- | - | ------ |  | - | -----
|                                      |  | Certificates of deposit |         | FHLB Borrowings |   | Other Borrowings |  | Due to Other banks |       | SubordinatedDebentures
|Three months or less                  |  | $                       | 54,408  |                 | $ | 80,000           |  | $                  |      |                        | $ | 17,436 |  | $ |     
|Over three months through six months  |  |                         | 38,778  |                 |   |                 |  |                    |      |                        |   |       |  |   |     
|Over six months through twelve months |  |                         | 26,906  |                 |   |                 |  |                    |      |                        |   |       |  |   |     
|Over twelve months                    |  |                         | 54,026  |                 |   | 26,500           |  |                    | 4,000 |                        |   |       |  |   | 9,279
|                                      |  |                         |         |                 |   |                  |  |                    |       |                        |   |        |  |   |      
|Total                                 |  | $                       | 174,118 |                 | $ | 106,500          |  | $                  | 4,000 |                        | $ | 17,436 |  | $ | 9,279
|                                      |  |                         |         |                 |   |                  |  |                    |       |                        |   |        |  |   |      



- 17 -



---

In addition to our owned banking facilities, the Company has entered into long-term leasing arrangements to support
ongoing activities. The required payments under such commitments and other obligations at March 31, 2004 are as follows:



|                                  |  |                |        
|--------------------------------- |  | -------------- | -------
|                                  |  | March 31, 2004
|Operating Leases                  |  |                |        
|Less than one year                |  | $              | 215,441
|Over 1 year but less than 5 years |  |                | 687,060
|Over 5 years                      |  |                |       
|                                  |  |                |        
|Total                             |  | $              | 902,501
|                                  |  |                |        



The Bank is required to maintain
specific amounts of capital pursuant to Office of Thrift Supervision (OTS) regulations on minimum capital standards. The OTS minimum capital standards generally require the maintenance of regulatory capital sufficient to meet each
of three tests, hereinafter described as the tangible capital requirement, the Tier I (core) capital requirement and the risk-based requirement. The tangible capital requirement provides for minimum tangible capital (defined as stockholders
equity less all intangible assets) equal to 1.5% of adjusted total assets. The Tier I capital requirement provides for minimum core capital (tangible capital plus certain forms of supervisory goodwill and other qualifying intangible assets) equal to
3.0% of adjusted total assets. The risk-based capital requirements provide for the maintenance of core capital plus a portion of unallocated loss allowances equal to 8.0% of risk-weighted assets. In computing risk-weighted assets, the Bank
multiplies the value of each asset on its balance sheet by a defined risk-weighting factor (e.g., one-to four-family conventional residential loans carry a risk-weighted factor of 50%).



During the quarter ended March 31, 2004, the Company completed two transactions that increased the Bank Tier 1 Leverage capital by $12.3
million. First, the Company injected $3 million of capital into the Bank. The Company raised these funds by borrowing $4 million from a correspondent bank. The remaining $1 million of borrowings were lent to the Bank and will be used for future
needs of the Company. Second, the Company issued $9.0 million in trust preferred securities.



- 18 -



---

The following table illustrates the Banks regulatory capital levels compared to its regulatory capital requirements
at March 31, 2004.



|                                                    |  |        |        |       |                              |   |        |                                                                               |        |  |      |        |  |       |        |  |       |  
|--------------------------------------------------- |  | ------ | ------ | ----- | ---------------------------- | - | ------ | ----------------------------------------------------------------------------- | ------ |  | ---- | ------ |  | ----- | ------ |  | ----- | -
|                                                    |  | Actual |        |       | For CapitalAdequacy Purposes |   |        | To be Categorizedas Well CapitalizedUnder PromptCorrective ActionProvisions |       
|(Dollars in Thousands)                              |  | Amount |        | Ratio |                              |   | Amount |                                                                               | Ratio  |  |      | Amount |  | Ratio |       
|As of March 31, 2004:                               |  |        |        |       |                              |   |        |                                                                               |        |  |      |        |  |       |        |  |       |  
|Tangible capital (to total assets)                  |  | $      | 46,710 |       | 9.45                         | % |        | $                                                                             | 7,426  |  | 1.50 | %      |  |       | N/A    |  | N/A   |  
|Total risk-based capital (to risk-weighted assets)  |  |        | 51,510 |       | 14.42                        | % |        |                                                                               | 28,574 |  | 8.00 | %      |  | $     | 35,717 |  | 10.00 | %
|Tier I risk-based capital (to risk-weighted assets) |  |        | 47,277 |       | 13.24                        | % |        |                                                                               | 17,859 |  | 5.00 | %      |  |       | 21,430 |  | 6.00  | %
|Tier I total capital (to total assets)              |  |        | 47,277 |       | 9.55                         | % |        |                                                                               | 19,803 |  | 4.00 | %      |  |       | 24,754 |  | 5.00  | %
|                                                    |  |        |        |       |                              |  
|As of September 30, 2003:                           |  |        |        |       |                              |   |        |                                                                               |        |  |      |        |  |       |        |  |       |  
|Tangible capital (to total assets)                  |  | $      | 32,686 |       | 8.21                         | % |        | $                                                                             | 5,972  |  | 1.50 | %      |  |       | N/A    |  | N/A   |  
|Total risk-based capital (to risk-weighted assets)  |  |        | 36,334 |       | 11.77                        | % |        |                                                                               | 24,703 |  | 8.00 | %      |  | $     | 30,878 |  | 10.00 | %
|Tier I risk-based capital (to risk-weighted assets) |  |        | 32,686 |       | 10.59                        | % |        |                                                                               | 15,439 |  | 5.00 | %      |  |       | 18,527 |  | 6.00  | %
|Tier I total capital (to total assets)              |  |        | 32,686 |       | 8.21                         | % |        |                                                                               | 15,925 |  | 4.00 | %      |  |       | 19,906 |  | 5.00  | %



EFFECTS
OF INFLATION



Changes in interest rates
may have a significant impact on a banks performance because virtually all assets and liabilities of banks are monetary in nature. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and
services. Inflation does have an impact on the growth of total assets in the banking industry, often resulting in a need to increase equity capital at higher than normal rates to maintain an appropriate equity to asset ratio. The Companys
operations are not currently impacted by inflation.



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



There have been no material change in the Companys quantitative or qualitative aspects
of market risk during the quarter ended March 31, 2004, from that disclosed in the Companys Annual Report on Form 10-K for the year ended September 30, 2003 other than an increase of roughly $14.5 million in Tier 1 capital, which will result
in reducing the Companys interest rate sensitivity. The OTS TB13A reported the Companys level of interest rate risk as minimalat September 30, 2003 and remains at minimallevel at March 31, 2004.



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CONTROLS AND PROCEDURES



The Companys management, including the Companys principal executive officer and principal financial officer, have evaluated the effectiveness
of the Companys disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the Exchange Act). Based upon their evaluation, the
principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Companys disclosure controls and procedures were effective for the purpose of ensuring that the information
required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the SEC) (1) is recorded, processed, summarized and reported within the time periods specified
in the SECs rules and forms, and (2) is accumulated and communicated to the Companys management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.



EFFECTS OF NEW
ACCOUNTING STANDARDS



In
January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46  Consolidation of Variable Interest Entities, an interpretation of ARB No. 51. This Interpretation was recently reissued in
December 2003 as FASB Interpretation No. 46 (revised December 2003) (FIN46R). FIN 46R is intended to achieve more consistent application of consolidation policies to variable interest entities and, thus, to improve comparability between enterprises
engaged in similar activities even if some of those activities are conducted through variable interest entities. Including the assets, liabilities, and results of activities of variable interest entities in the consolidated financial statements of
their primary beneficiaries will provide more complete information about the resources, obligations, risks and opportunities of the consolidated enterprise. FIN 46R applies immediately to variable interest entities created after January 31, 2003,
and to variable interest entities in which an enterprise obtains an interest after that date. For public companies, it applies no later than the end of the first reporting period ending after December 15, 2003 to variable interest entities in which
an enterprise holds a variable interest that it acquired before February 1, 2003. FIN 46R may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial
statements for one or more years with a cumulative-effect adjustment as of the beginning of the first year restated. On December 31, 2003, we implemented FIN 46R, which did not have a material effect on our consolidated financial statements.



On May 15, 2003, the FASB issued SFAS No. 150 
Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 improves the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity as it
requires that those instruments be classified as liabilities in statements of financial position. Most of the guidance in SFAS No. 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective
at the beginning of the first interim period beginning after June 15, 2003. For private companies, mandatorily redeemable financial instruments are subject to the provisions of SFAS No. 150 for the fiscal period beginning after December 15, 2003. We
do not currently have any financial instruments that are within the scope of SFAS No. 150.



On March 9, 2004 the SEC issued Staff Accounting Bulletin No. 105, Application of Accounting Principles to Loan Commitments (SAB 105). SAB 105 contains specific guidance on the inputs to a valuation-recognition model
to measure loan commitments accounted for at fair value. Current accounting guidance requires the commitment to be recognized on the balance sheet at fair value from its inception through its expiration or funding. SAB 105 requires that fair-value
measurement include only differences between the guaranteed interest rate in the loan commitment and a market interest rate, excluding any expected future cash flows related to the customer relationship or loan servicing. As such, SAB 105 will limit
opportunities to recognize an asset related to a loan commitment to originate a mortgage loan that will be held for sale prior to funding. The guidance in SAB 105 must be applied to mortgage loan commitments that are accounted for as derivatives and
are entered into after March 31, 2004. We have evaluated the requirements of SAB 105 and do not believe its implementation will have a material affect on our consolidated financial statements.



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PART II - OTHER INFORMATION



Item 1. Legal Proceedings:



Periodically, there have been various claims and lawsuits involving the Bank, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of
real property loans and other issues incident to the Banks business. The Bank is not a party to any pending legal proceedings that it believes would have a material adverse effect on the financial condition or operations of the Bank.



Item 2. Changes in Securities and Use of Proceeds:



ISSUER PURCHASES OF EQUITY SECURITIES



|                                                    |  |                                               |  |                                        |       |                                                                                          |       |                                                                                                                      |        |    
|--------------------------------------------------- |  | --------------------------------------------- |  | -------------------------------------- | ----- | ---------------------------------------------------------------------------------------- | ----- | -------------------------------------------------------------------------------------------------------------------- | ------ | ---
|Period                                              |  | (a) Total Numberof Shares (or Units)Purchased |  | (b)Average PricePaid perShare(or Unit) |       | (c) Total Numberof Shares (or Units)Purchased asPart ofPubliclyAnnouncedPlans
orPrograms |       | (d)Maximum Number(or ApproximateDollar Value) ofShares (or Units)that May Yet BePurchased Under thePlans or
Programs |       
|Month #1 January 1, 2004 through January 31, 2004   |  |                                              |  |                                        |      |                                                                                          |      |                                                                                                                      | 90,655 | (1)
|Month #2 February 1, 2004 through February 29, 2004 |  | 6,396                                         |  |                                        | 19.41 |                                                                                          | 6,396 |                                                                                                                      | 84,259 |    
|Month #3 March 1, 2004 through March 31, 2004       |  |                                              |  |                                        |      |                                                                                          |      |                                                                                                                      | 84,259 |    
|Total                                               |  | 6,396                                         |  | $                                      | 19.41 |                                                                                          | 6,396 |                                                                                                                      | N/A    |    

---

|(1) |  | In February 2003 Pulaski Financial Corp. announced a repurchase program under which it would repurchase up to 140,000 shares of Pulaski Banks common stock. On July 21, 2003
there was a two-for-one stock split, increasing the shares authorized under this program to 280,000. The repurchase program will continue until it is completed.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Item 3. Defaults Upon Senior Securities: Not applicable



Item 4. Submission of Matters to a Vote of Security Holders:



The Annual Meeting of Stockholders of the Company was held on January 28, 2004. The results of the vote were as follows:



| | 1. |  | The following individuals were elected as directors, each for a three year term
| | -- |  | -------------------------------------------------------------------------------



|                         |  |           |  |               
|------------------------ |  | --------- |  | --------------
|                         |  | VOTES FOR |  | VOTES WITHHELD
|William M. Corrigan, Jr. |  | 4,836,249 |  | 205,409       
|Christopher K. Reichert  |  | 4,854,820 |  | 186,838       



| | 2. |  | The amendment of the Companys Articles of Incorporation increasing the number of shares of authorized shares of common stock was approved by the stockholders by the following
vote:
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|          |  |         |  |        
|--------- |  | ------- |  | -------
|FOR       |  | AGAINST |  | ABSTAIN
|4,759,946 |  | 275,314 |  | 6,398  



| | 3. |  | The amendment of the Pulaski Financial Corp. 2002 Stock Option Plan to increase the aggregate number of shares of common stock for issuance under the plan by 150,000 was approved by
the stockholders by the following vote:
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|          |  |         |  |         |  |                 
|--------- |  | ------- |  | ------- |  | ----------------
|FOR       |  | AGAINST |  | ABSTAIN |  | BROKER NON-VOTES
|3,358,267 |  | 550,457 |  | 11,052  |  | 1,249,526       



| | 4. |  | The appointment of KPMG LLP as independent auditors of Pulaski Financial Corp. for the fiscal year ended September 30, 2004 was ratified by the stockholders by the following vote:
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|          |  |         |  |        
|--------- |  | ------- |  | -------
|FOR       |  | AGAINST |  | ABSTAIN
|5,007,655 |  | 26,894  |  | 7,109  



Item 5. Other information: Not applicable



Item 6. Exhibits and Reports on Form 8-K



A. Exhibits



|     |  |                                                                                   
|---- |  | ----------------------------------------------------------------------------------
|     | 
|3.1  |  | Articles of Incorporation of Pulaski Financial Corp.*                             
|     | 
|3.2  |  | Certificate of Amendment to Articles of Incorporation of Pulaski Financial Corp.**
|     | 
|3.3  |  | Bylaws of Pulaski Financial Corp.*                                                
|     | 
|4.0  |  | Form of Certificate for Common Stock***                                           
|     | 
|10.1 |  | Amendment to the Pulaski Financial Corp. 2002 Stock Option Plan                   



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---

|     |  |                                                                      
|---- |  | ---------------------------------------------------------------------
|     | 
|31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.   
|     | 
|31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
|     | 
|32.1 |  | Section 1350 Certification of Chief Executive Officer                
|     | 
|32.2 |  | Section 1350 Certification of Chief Financial Officer                

---

|* |  | Incorporated by reference into this document from the Exhibits to the 2003 proxy statement as filed with the Securities and Exchange Commission on December 27, 2002.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** |  | Incorporated by reference into this document from the Form 10Q, as filed on February 17, 2003.
|-- |  | ----------------------------------------------------------------------------------------------

|*** |  | Incorporated by reference from the Form S-1 (Registration No. 333-56465), as amended, as filed on June 9, 1998.
|--- |  | ---------------------------------------------------------------------------------------------------------------



B. Reports on Form 8-K



On January 27, 2004, the Company furnished a Form 8-K in which it announced
under Item 12 its financial condition and results of operations for the quarter ended December 31, 2003. The press release announcing its financial results was attached by exhibit.



On March 31, 2004, the Company furnished a Form 8-K in which it announced under item 9 that it completed its offering of
$9.0 million in trust preferred securities. The press release announcing the completion of the offering was attached by exhibit.



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SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|      |  |              |  |  |  |  |  |                                                
|----- |  | ------------ |  |  |  |  |  | -----------------------------------------------
|      |  |              |  |  |  |  |  | PULASKI FINANCIAL CORP.                        
|      |  |              |  | 
|Date: |  | May 14, 2004 |  |  |  |  |  | /S/William A. Donius                           
|      |  |              |  |  |  |  |  | William A. Donius                              
|      |  |              |  |  |  |  |  | Chairman, President and Chief Executive Officer
|      |  |              |  | 
|Date: |  | May 14, 2004 |  |  |  |  |  | /S/Ramsey K. Hamadi                            
|      |  |              |  |  |  |  |  | Ramsey K. Hamadi                               
|      |  |              |  |  |  |  |  | Chief Financial Officer                        





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