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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 December 31, 2003



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 February 13, 2004
|Common Stock, par value $.01 per share |  | 5,446,931 shares                



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##### Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES



FORM 10-Q



DECEMBER 31, 2003



TABLE OF CONTENTS



|        |  |                                                                                                                              |  |     
|------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | ----
|        |  |                                                                                                                              |  | Page
|PART I  |  | FINANCIAL INFORMATION                                                                                                        |  |     
|        |  |                                                                                                                             
|Item 1. |  | Financial Statements                                                                                                         |  |     
|        |  |                                                                                                                             
|        |  | Consolidated Balance Sheets at December 31, 2003 (Unaudited) and September 30, 2003                                          |  | 1   
|        |  |                                                                                                                             
|        |  | Consolidated Statements of Income and Comprehensive Income for the Three Months Ended December 31, 2003 and 2002 (Unaudited) |  | 2   
|        |  |                                                                                                                             
|        |  | Consolidated Statement of Stockholders Equity for the Three Months Ended December 31, 2003 (Unaudited)                      |  | 3   
|        |  |                                                                                                                             
|        |  | Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2003 and 2002 (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                                        |  | 8-18
|        |  |                                                                                                                             
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                                                   |  | 18  
|        |  |                                                                                                                             
|Item 4. |  | Controls and Procedures                                                                                                      |  | 19  
|        |  |                                                                                                                             
|PART II |  | OTHER INFORMATION                                                                                                            |  |     
|        |  |                                                                                                                             
|Item 1. |  | Legal Proceedings                                                                                                            |  | 20  
|        |  |                                                                                                                             
|Item 2. |  | Changes in Securities and Use of Proceeds                                                                                    |  | 20  
|        |  |                                                                                                                             
|Item 3. |  | Defaults Upon Senior Securities                                                                                              |  | 20  
|        |  |                                                                                                                             
|Item 4. |  | Submission of Matters to a Vote of Security Holders                                                                          |  | 20  
|        |  |                                                                                                                             
|Item 5. |  | Other Information                                                                                                            |  | 20  
|        |  |                                                                                                                             
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                             |  | 20  
|        |  |                                                                                                                             
|        |  | Signatures                                                                                                                   |  | 22  



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##### Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2003 AND SEPTEMBER 30, 2003 (UNAUDITED)



|                                                                                                                                                                             |  |                   |             |   |                    |   |             |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | ------------------ | - | ----------- | -
|                                                                                                                                                                             |  | December 31, 2003 |             |   | September 30, 2003 |  
|                                                                                                                                                                             | 
|ASSETS                                                                                                                                                                       |  |                   |             |   |                    |   |             |  
|                                                                                                                                                                             |  |                  
|Cash and amounts due from depository institutions                                                                                                                            |  | $                 | 11,862,684  |   |                    | $ | 12,092,092  |  
|Federal funds sold and overnight deposit                                                                                                                                     |  |                   | 20,117,910  |   |                    |   | 6,563,554   |  
|                                                                                                                                                                             |  |                   |             |   |                    |   |             |  
|Total cash and cash equivalents                                                                                                                                              |  |                   | 31,980,594  |   |                    |   | 18,655,646  |  
|Securities held to maturity, at amortized cost (fair value, $1,532,672 and $1,724,023 at December 31, 2003 and September 30, 2003,
respectively)                             |  |                   | 1,535,000   |   |                    |   | 1,730,000   |  
|Investment securities available for sale, at fair value                                                                                                                      |  |                   | 2,063,020   |   |                    |   | 2,085,861   |  
|Equity securities available for sale, at fair value                                                                                                                          |  |                   | 3,831,900   |   |                    |   | 4,346,151   |  
|Mortgage-backed and related securities held to maturity, at amortized cost (fair value, $1,195,981 and $1,292,816 at December 31, 2003 and
September 30, 2003, respectively) |  |                   | 1,092,026   |   |                    |   | 1,186,341   |  
|Mortgage-backed and related securities available for sale, at fair value                                                                                                     |  |                   | 7,124,631   |   |                    |   | 7,675,453   |  
|Capital stock of Federal Home Loan Bank - at cost                                                                                                                            |  |                   | 4,274,500   |   |                    |   | 3,879,500   |  
|Loans receivable held for sale, at lower of cost or market                                                                                                                   |  |                   | 49,350,383  |   |                    |   | 61,124,438  |  
|Loans receivable, net of allowance for loan losses of $4,058,586 and $3,866,000 at December 31, 2003 and September 30, 2003,
respectively                                    |  |                   | 313,454,038 |   |                    |   | 276,894,184 |  
|Real estate acquired in settlement of loans, net of allowance for losses of $11,448 and $2,651 at December 31, 2003 and September 30, 2003,
respectively                     |  |                   | 152,093     |   |                    |   | 35,221      |  
|Premises and equipment  net                                                                                                                                                 |  |                   | 10,486,143  |   |                    |   | 10,344,340  |  
|Accrued interest receivable                                                                                                                                                  |  |                   | 1,795,323   |   |                    |   | 1,684,444   |  
|Intangible assets                                                                                                                                                            |  |                   | 589,100     |   |                    |   | 610,918     |  
|Other assets                                                                                                                                                                 |  |                   | 11,768,297  |   |                    |   | 11,150,190  |  
|                                                                                                                                                                             |  |                   |             |   |                    |   |             |  
|TOTAL ASSETS                                                                                                                                                                 |  | $                 | 439,497,048 |   |                    | $ | 401,402,687 |  
|                                                                                                                                                                             |  |                   |             |   |                    |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                         |  |                   |             |   |                    |   |             |  
|LIABILITIES:                                                                                                                                                                 |  |                   |             |   |                    |   |             |  
|Deposits                                                                                                                                                                     |  | $                 | 305,223,036 |   |                    | $ | 313,606,627 |  
|Advances from Federal Home Loan Bank of Des Moines                                                                                                                           |  |                   | 84,500,000  |   |                    |   | 31,500,000  |  
|Advance payments by borrowers for taxes and insurance                                                                                                                        |  |                   | 643,160     |   |                    |   | 2,458,170   |  
|Accrued interest payable                                                                                                                                                     |  |                   | 168,532     |   |                    |   | 270,077     |  
|Due to other banks                                                                                                                                                           |  |                   | 7,168,060   |   |                    |   | 10,977,617  |  
|Other liabilities                                                                                                                                                            |  |                   | 4,782,400   |   |                    |   | 6,207,335   |  
|                                                                                                                                                                             |  |                   |             |   |                    |   |             |  
|Total liabilities                                                                                                                                                            |  |                   | 402,485,188 |   |                    |   | 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; shares issued at December 31, 2003 and September 30, 2003,
respectively                                |  |                   | 79,458      |   |                    |   | 79,458      |  
|Treasury stock - at cost (2,529,693 and 2,515,040 shares at December 31, 2003 and September 30, 2003, respectively)                                                          |  |                   | (17,470,834 | ) |                    |   | (17,107,849 | )
|Treasury stock - equity trust - at cost (216,912 and 198,552 shares at December 31, 2003 and September 30, 2003, respectively)                                               |  |                   | (2,359,456  | ) |                    |   | (2,234,456  | )
|Additional paid-in capital                                                                                                                                                   |  |                   | 27,209,414  |   |                    |   | 27,058,913  |  
|Unearned MRDP shares                                                                                                                                                         |  |                   | (286,871    | ) |                    |   | (320,755    | )
|Unearned ESOP shares (60,031 unreleased shares at December 31, 2003 and September 30, 2003, respectively)                                                                    |  |                   | (300,153    | ) |                    |   | (300,153    | )
|Accumulated other comprehensive income                                                                                                                                       |  |                   | 366,206     |   |                    |   | 512,887     |  
|Retained earnings                                                                                                                                                            |  |                   | 29,774,096  |   |                    |   | 28,694,816  |  
|                                                                                                                                                                             |  |                   |             |   |                    |   |             |  
|Total stockholders equity                                                                                                                                                   |  |                   | 37,011,860  |   |                    |   | 36,382,861  |  
|                                                                                                                                                                             |  |                   |             |   |                    |   |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                    |  | $                 | 439,497,048 |   |                    | $ | 401,402,687 |  
|                                                                                                                                                                             |  |                   |             |   |                    |   |             |  



See accompanying notes
to the unaudited consolidated financial statements.



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##### Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002 (UNAUDITED)



|                                                            |  |                                 |           |   |      |   |          
|----------------------------------------------------------- |  | ------------------------------- | --------- | - | ---- | - | ---------
|                                                            |  | Three Months Ended December 31,
|                                                            |  | 2003                            |           |   | 2002
|INTEREST INCOME:                                            |  |                                 |           |   |      |   |          
|Loans receivable                                            |  | $                               | 4,901,162 |   |      | $ | 5,079,153
|Securities                                                  |  |                                 | 66,145    |   |      |   | 95,384   
|Mortgage-backed securities                                  |  |                                 | 110,693   |   |      |   | 121,279  
|Other                                                       |  |                                 | 15,597    |   |      |   | 1,824    
|                                                            |  |                                 |           |   |      |   |          
|Total interest income                                       |  |                                 | 5,093,597 |   |      |   | 5,297,640
|                                                            |  |                                 |           |   |      |   |          
|INTEREST EXPENSE:                                           |  |                                 |           |   |      |   |          
|Deposits                                                    |  |                                 | 1,186,077 |   |      |   | 1,112,743
|Advances from Federal Home Loan Bank of Des Moines          |  |                                 | 439,448   |   |      |   | 980,845  
|                                                            |  |                                 |           |   |      |   |          
|Total interest expense                                      |  |                                 | 1,625,525 |   |      |   | 2,093,588
|                                                            |  |                                 |           |   |      |   |          
|NET INTEREST INCOME                                         |  |                                 | 3,468,072 |   |      |   | 3,204,052
|PROVISION FOR LOAN LOSSES                                   |  |                                 | 263,515   |   |      |   | 375,971  
|                                                            |  |                                 |           |   |      |   |          
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES         |  |                                 | 3,204,557 |   |      |   | 2,828,081
|                                                            |  |                                 |           |   |      |   |          
|NON-INTEREST INCOME:                                        |  |                                 |           |   |      |   |          
|Retail banking fees                                         |  |                                 | 530,006   |   |      |   | 455,362  
|Mortgage revenues-net                                       |  |                                 | 1,151,821 |   |      |   | 1,749,137
|Insurance commissions                                       |  |                                 | 42,378    |   |      |   | 25,665   
|Gain on sale of investment securities                       |  |                                 | 280,337   |   |      |   | 23,907   
|Other                                                       |  |                                 | 200,968   |   |      |   | 185,898  
|                                                            |  |                                 |           |   |      |   |          
|Total non-interest income                                   |  |                                 | 2,205,510 |   |      |   | 2,439,969
|                                                            |  |                                 |           |   |      |   |          
|NON-INTEREST EXPENSE:                                       |  |                                 |           |   |      |   |          
|Salaries and employee benefits                              |  |                                 | 1,460,153 |   |      |   | 1,644,659
|Occupancy, equipment and data processing expense            |  |                                 | 898,688   |   |      |   | 619,952  
|Advertising                                                 |  |                                 | 167,433   |   |      |   | 96,428   
|Professional services                                       |  |                                 | 168,157   |   |      |   | 157,428  
|Other                                                       |  |                                 | 475,125   |   |      |   | 437,257  
|                                                            |  |                                 |           |   |      |   |          
|Total non-interest expense                                  |  |                                 | 3,169,556 |   |      |   | 2,955,724
|                                                            |  |                                 |           |   |      |   |          
|INCOME BEFORE INCOME TAXES                                  |  |                                 | 2,240,511 |   |      |   | 2,312,326
|INCOME TAXES                                                |  |                                 | 836,507   |   |      |   | 865,795  
|                                                            |  |                                 |           |   |      |   |          
|NET INCOME                                                  |  | $                               | 1,404,004 |   |      | $ | 1,446,531
|                                                            |  |                                 |           |   |      |   |          
|CHANGE IN UNREALIZED <LOSSES>GAINS ON SECURITIES-NET OF TAX |  |                                 | (146,681  | ) |      |   | 31,561   
|                                                            |  |                                 |           |   |      |   |          
|COMPREHENSIVE INCOME                                        |  | $                               | 1,257,323 |   |      | $ | 1,478,092
|                                                            |  |                                 |           |   |      |   |          
|NET INCOME PER COMMON SHARE - BASIC                         |  | $                               | 0.26      |   |      | $ | 0.27     
|                                                            |  |                                 |           |   |      |   |          
|NET INCOME PER COMMON SHARE - DILUTED                       |  | $                               | 0.24      |   |      | $ | 0.25     
|                                                            |  |                                 |           |   |      |   |          



See accompanying notes
to the unaudited consolidated financial statements.



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##### Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES



CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

THREE MONTHS ENDED DECEMBER 31, 2003 (UNAUDITED)



|                                                                     |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                      |   |          |                  |  |   |          |   |  |   |            |   |  |   |            |  
|-------------------------------------------------------------------- |  | ----------- | ------ | -------------- | - | ----------- | ------------------------ |  | ----------------------------------------------------- | ---------- |  | ------------------ | -------- | - | ------------------------------------ | - | -------- | ---------------- |  | - | -------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                                     |  | CommonStock |        | Treasury Stock |   |             | AdditionalPaid-InCapital |  | UnearnedManagementRecognition &DevelopmentPlan Shares |            |  | UnearnedESOPShares |          |   | Accumulated OtherComprehensiveIncome |   |          | 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                                                           |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                      |   |          |                  |  |   |          |   |  |   | 1,404,004  |   |  |   | 1,404,004  |  
|Change in net unrealized gain on securities                          |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                      |   |          |                  |  |   | (146,681 | ) |  |   |            |   |  |   | (146,681   | )
|                                                                     |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                      |   |          |                  |  |   |          |   |  |   |            |   |  |   |            |  
|Total comprehensive income                                           |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                      |   |          |                  |  |   |          |   |  |   |            |   |  |   | 1,257,323  |  
|                                                                     |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                      |   |          |                  |  |   |          |   |  |   |            |   |  |   |            |  
|Dividends ($.06 per share)                                           |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                      |   |          |                  |  |   |          |   |  |   | (324,723   | ) |  |   | (324,723   | )
|                                                                     |  |             |        |                |   |             |                          | 
|Stock options exercised                                              |  |             |        |                |   | 62,482      |                          |  |                                                       | 10,181     |  |                    |          |   |                                      |   |          |                  |  |   |          |   |  |   |            |   |  |   | 72,663     |  
|                                                                     |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                      |   |          |                  |  |   |          |   |  |   |            |   |  |   |           |  
|Stock repurchase (27,669 shares)                                     |  |             |        |                |   | (434,638    | )                        |  |                                                       |            |  |                    |          |   |                                      |   |          |                  |  |   |          |   |  |   |            |   |  |   | (434,638   | )
|                                                                     |  |             |        |                |   |             |                          | 
|Equity trust shares purchased                                        |  |             |        |                |   | (125,000    | )                        |  |                                                       | 125,000    |  |                    |          |   |                                      |   |          |                  |  |   |          |   |  |   |            |   |  |   |           |  
|                                                                     |  |             |        |                |   |             |                          | 
|Net Management Recognition & Development Plan shares issued          |  |             |        |                |   | 9,171       |                          |  |                                                       | 15,319     |  |                    | (24,490  | ) |                                      |   |          |                  |  |   |          |   |  |   |            |   |  |   |           |  
|                                                                     |  |             |        |                |   |             |                          | 
|Amortization of Manage- ment Recognition and Development Plan shares |  |             |        |                |   |             |                          |  |                                                       |            |  |                    | 58,374   |   |                                      |   |          |                  |  |   |          |   |  |   |            |   |  |   | 58,374     |  
|                                                                     |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                      |   |          |                  |  |   |          |   |  |   |            |   |  |   |            |  
|BALANCE,                                                             |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                      |   |          |                  |  |   |          |   |  |   |            |   |  |   |            |  
|December 31, 2003                                                    |  | $           | 79,458 |                | $ | (19,830,290 | )                        |  | $                                                     | 27,209,414 |  | $                  | (286,871 | ) |                                      | $ | (300,153 | )                |  | $ | 366,206  |   |  | $ | 29,774,096 |   |  | $ | 37,011,860 |  
|                                                                     |  |             |        |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                      |   |          |                  |  |   |          |   |  |   |            |   |  |   |            |  



See
accompanying notes to the unaudited consolidated financial statements.



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##### Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THREE MONTHS

ENDED DECEMBER 31, 2003 (UNAUDITED) AND DECEMBER 31, 2002 (UNAUDITED)



|                                                                              |  |      |              |   |      |   |              |  
|----------------------------------------------------------------------------- |  | ---- | ------------ | - | ---- | - | ------------ | -
|                                                                              |  | 2003 |              |   | 2002 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                         |  |      |              |   |      |   |              |  
|Net income                                                                    |  | $    | 1,404,004    |   |      | $ | 1,446,531    |  
|Adjustments to reconcile net income to net cash from operating activities:    |  |      |              |   |      |   |              |  
|Depreciation, amortization and accretion:                                     |  |      |              |   |      |   |              |  
|Premises and equipment                                                        |  |      | 276,822      |   |      |   | 186,975      |  
|Management Recognition and Development Plan stock awards                      |  |      | 58,374       |   |      |   | 43,169       |  
|ESOP shares committed to be released                                          |  |      |             |   |      |   | 76,630       |  
|Loan fees, discounts and premiums - net                                       |  |      | 30,695       |   |      |   | 35,718       |  
|Provision for loan losses                                                     |  |      | 263,515      |   |      |   | 375,971      |  
|Provision for losses on real estate acquired in settlement of loans           |  |      | 11,448       |   |      |   |             |  
|Gain on sales of real estate acquired in settlement of loans                  |  |      | (3,403       | ) |      |   |             |  
|Gain on sale of loans                                                         |  |      | (1,039,173   | ) |      |   | (1,647,336   | )
|Gain on sale of investment securities                                         |  |      | (280,337     | ) |      |   | (23,907      | )
|Originations of loans receivable for sale to correspondent lenders            |  |      | (182,859,726 | ) |      |   | (334,993,967 | )
|Proceeds from sales of loans to correspondent lenders                         |  |      | 195,672,954  |   |      |   | 288,779,336  |  
|Other, net                                                                    |  |      | (2,081,447   | ) |      |   | 543,866      |  
|                                                                              |  |      |              |   |      |   |              |  
|Net adjustments                                                               |  |      | 10,049,722   |   |      |   | (46,623,545  | )
|                                                                              |  |      |              |   |      |   |              |  
|Net cash provided by (used in) operating activities                           |  |      | 11,453,726   |   |      |   | (45,177,014  | )
|                                                                              |  |      |              |   |      |   |              |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                         |  |      |              |   |      |   |              |  
|Proceeds from sales and maturities of investment securities                   |  |      | 3,941,872    |   |      |   | 209,425      |  
|Purchase of bank-owned life insurance policy                                  |  |      | (96,451      | ) |      |   | (75,613      | )
|Purchases of investment securities and FHLB stock                             |  |      | (3,490,675   | ) |      |   | (1,686,875   | )
|Principal payments received on mortgage-backed securities                     |  |      | 615,908      |   |      |   | 973,751      |  
|Net increase in loans                                                         |  |      | (37,025,451  | ) |      |   | (8,661,603   | )
|Proceeds from sales of real estate acquired in settlement of loans receivable |  |      | 39,500       |   |      |   |             |  
|Net additions to premises and equipment                                       |  |      | (424,985     | ) |      |   | (705,153     | )
|                                                                              |  |      |              |   |      |   |              |  
|Net cash used in investing activities                                         |  |      | (36,440,282  | ) |      |   | (9,946,068   | )
|                                                                              |  |      |              |   |      |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                         |  |      |              |   |      |   |              |  
|Net (decrease) increase in deposits                                           |  |      | (8,383,591   | ) |      |   | 28,027,067   |  
|Federal Home Loan Bank advances - net                                         |  |      | 53,000,000   |   |      |   | 33,000,000   |  
|Net (decrease) increase in due to other banks                                 |  |      | (3,809,557   | ) |      |   | 1,513,589    |  
|Net increase in advance payments by borrowers for taxes and insurance         |  |      | (1,815,010   | ) |      |   | (2,000,864   | )
|Dividends paid on common stock                                                |  |      | (324,723     | ) |      |   | (231,645     | )
|Treasury stock issued under stock option plan                                 |  |      | 72,663       |   |      |   | 81,562       |  
|Stock repurchase                                                              |  |      | (434,638     | ) |      |   |             |  
|                                                                              |  |      |              |   |      |   |              |  
|Net cash provided by financing activities                                     |  |      | 38,305,144   |   |      |   | 60,389,709   |  
|                                                                              |  |      |              |   |      |   |              |  



(continued)



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##### Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THREE MONTHS ENDED

DECEMBER 31, 2003 (UNAUDITED) AND DECEMBER 31, 2002 (UNAUDITED)



|                                                                             |  |      |            |   |      |   |           
|---------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ----------
|                                                                             |  | 2003 |            |   | 2002
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                    |  | $    | 13,324,948 |   |      | $ | 5,266,627 
|                                                                             |  |     
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                             |  |      | 18,655,646 |   |      |   | 11,176,728
|                                                                             |  |      |            |   |      |   |           
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   |  | $    | 31,980,594 |   |      | $ | 16,443,355
|                                                                             |  |      |            |   |      |   |           
|ADDITIONAL DISCLOSURES OF CASH FLOW INFORMATION:                             |  |      |            |   |      |   |           
|Cash paid during the period for:                                             |  |      |            |   |      |   |           
|Interest                                                                     |  | $    | 1,727,070  |   |      | $ | 1,160,700 
|Income taxes                                                                 |  |      | 1,215,476  |   |      |   | 980,845   
|                                                                             |  |     
|NONCASH INVESTING ACTIVITIES:                                                |  |      |            |   |      |   |           
|Real estate acquired in settlement of loans                                  |  |      | 164,417    |   |      |   |          
|                                                                             |  |     
|(Decrease) increase in investments for changes in unrealized gains or losses |  |      | (236,583   | ) |      |   | 61,570    



See
accompanying notes to the unaudited consolidated financial statements.



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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 December 31, 2003 and September 30, 2003 and its results of operations for the three-month period ended December 31, 2003 and 2002. The results of operations for the
period ended December 31, 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 EndedDecember 31,
|                                              |  | 2003                           |  | 2002     
|Weighted average shares outstanding - basic   |  | 5,370,094                      |  | 5,382,538
|Effects of dilutive shares                    |  | 407,341                        |  | 305,514  
|                                              |  |                                |  |          
|Weighted average shares outstanding - diluted |  | 5,777,435                      |  | 5,688,052
|                                              |  |                                |  |          
|Anti-dilutive shares                          |  |                               |  | 1,793    
|                                              |  |                                |  |          
|Net income per share-basic                    |  | 0.26                           |  | 0.27     
|Net income per share-diluted                  |  | 0.24                           |  | 0.25     



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.



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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,December 31,      |          
|                                                                                                                               |  | 2003                                 |           |   | 2002 |  
|                                                                                                                               |  | (In thousands, except pershare data) |          
|Net income, as reported:                                                                                                       |  | $                                    | 1,404,004 |   |      | $ | 1,446,531 |  
|Deduct: Total stock-based employee compensation expense, determined under fair value method for all awards - net of tax effect |  |                                      | (38,626   | ) |      |   | (52,242   | )
|                                                                                                                               |  |                                      |           |   |      |   |           |  
|Pro forma net income attributable to common stock                                                                              |  | $                                    | 1,365,378 |   |      | $ | 1,394,289 |  
|                                                                                                                               |  |                                      |           |   |      |   |           |  
|Earnings per share:                                                                                                            |  |                                      |           |   |      |   |           |  
|Basic - as reported                                                                                                            |  |                                      | 0.26      |   |      |   | 0.27      |  
|Basic - pro forma                                                                                                              |  |                                      | 0.25      |   |      |   | 0.26      |  
|Diluted - pro forma                                                                                                            |  |                                      | 0.24      |   |      |   | 0.25      |  



|3. | RECLASSIFICATIONS
|-- | -----------------



Certain reclassifications have been made to 2002 amounts to conform to the 2003 presentation.



* * * * * *



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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 corporate activities 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 six branch locations and two loan production offices. During the quarter ended December 31, 2003, the Company realized important gains in four of the five
core products, with only residential mortgageactivities declining due to changes in the interest rate environment. In July of 2003, following more than two years of steady declines in the interest rate environment, mortgage loan rates moved
higher. This movement triggered a sudden and dramatic decline in all residential mortgage lending within the industry. As an industry, mortgage banking was experiencing record customer refinancing rates. The decline continued throughout the quarter,
resulting in lower held for sale balances as well as lower gains on the sale of loans. During the quarter ended December 31, 2003, the Company closed $182.9 million mortgage loans held for sale compared with closing $335.0 million for the quarter
ended December 31, 2002.



Total assets grew $38.1 million to $439.5
million for the quarter ending December 31, 2003. The growth stemmed from increases in loans retained in portfolio and cash and offset by a decline in loans held for sale.



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Liabilities increased $37.5 million, due to growth in borrowings raised to fund the increase in loan balances. The
changes in the Companys balance sheet at December 31, 2003 reflect managements intent to grow the loan portfolio in Fiscal 2004. Loans receivable increased $36.6 million, or 13.2%, but were offset by declines in residential mortgage
financings, which resulted in lower held for sale balances and lower mortgage revenues from gain on the sale of loans. Supporting the growth in assets, the Company increased short-term borrowings by $53.0 million. Deposits declined $8.4 million due
to the maturity of a block of wholesale deposits, which offset growth in core deposits. The increase experienced in the loan portfolio during the first quarter resulted in higher net interest income, which is the focus of the Company as it plans for
long-term growth for the shareholders.



Net income during the quarter
ended December 31, 2003 declined $43,000 to $1.4 million, or $0.24 diluted earnings per share, compared to $1.4 million, or $0.25 diluted per share earnings for the quarter ended December 31, 2002. The Companys earnings benefited from higher
net interest income, retail-banking revenue, offset by declines in mortgage revenues of $597,000. During the quarter, the Company also benefited from a $280,000 gain on the sale of equity securities and lower compensation expense. Compensation
expense declined primarily because no ESOP expense was realized as the Company had exceeded the plan-required share release during the calendar year 2003, as compared to ESOP expense of $76,630 realized during the quarter ended December 31, 2002.



RECENT EVENTS



On October 27, 2003, the Company announced the appointment of Brian Björkman as
president of commercial lending to lead a commercial banking team. Björkman, 32, was president of commercial lending at Founders Bank in Chesterfield, Missouri, prior to its acquisition by Bank Midwest. Prior to joining Founders, Björkman
was a commercial lender at Boatmens Bank in the St. Louis Area. On January 30, 2004, the Company announced that the commercial team, including the recently hired Robert Hosner, previously with Bank Midwest, and Paul Goeke, previously with
Eagle Bank, expects to develop a commercial loan portfolio of at least $100 million within three years.



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.



RESULTS AND CHANGES IN CONDITION BY CORE
BUSINESS STRATEGY



The Companys
retained loan portfolio increased to $313.5 million at December 31, 2003 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 $36.6 million or 13.2%, increase in loans receivable during the quarter ended December 31, 2003. Net interest income increased$264,000 to $3.5 million for the quarter
ended December 31, 2003 compared to the same period a year ago. Growth in net interest income was due to growth in the average balance of interest bearing assets and expansion of the Companys net interest margin. The average balance of
interest earning assets increased from $356.3 million during the quarter ended December 31, 2002 to $379.5 million during the quarter ended December 31, 2003. 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 $48.2 million decline in the average balance of loans held for sale. The Companys net interest margin increased 10 basis points from 3.54% during the quarter ended December 31, 2002 to
3.64% during the quarter ended December 31, 2003 due primarily to the early retirement of high cost debt during the prior fiscal year.



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Offsetting growth in the retained portfolio, mortgage loans held for sale declined $11.8 million to $49.4
million as the changes in the interest rate environment resulted in steady declines in mortgage applications and a lower balance of loans held for sale. The decline in loan applications and closings also resulted in a decline in mortgage revenue
from gain on the sale of loans. Mortgage revenuedropped $597,000 to $1.2 million from the same period a year earlier.



Home equity lines of credit are the fastest growing and most consistent performing interest-earning asset of the Company. The equity line balances increased
$15.9 million to $104.7 million. Home equity loans are approved for qualifying borrowers in conjunction with the first mortgage loan applications. The large volume of mortgage loans originated in recent years since that time has provided great
opportunities to cross-sell this product to customers. The growth in prime-based adjustable home equity loans was established as a strategic objective during fiscal year 2000. 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 December 31, 2003, the Bank had a balance of $101,000 of non-performing home equity loans or 0.10% of the home equity portfolio and had charge-offs
of just $15,000 during the quarter ended December 31, 2003.



Permanent and
construction residential loan balances increased $13.0 million during the quarter. Having focused on becoming a large volume mortgage lender has allowed the Bank the opportunity to carefully select loans to retain. The Bank follows a
stringent risk-reward underwriting practice when choosing loans for the portfolio. Typically portfolio loans mature or reprice within three years and carry slightly higher credit risk and interest rate yields than conforming loans that are
originated for sale. In July of 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 moved higher. This
resulted in a significant decline in customer payoffs due to refinances. As the prepayment levels declined, the portfolio began to grow. At December 31, 2003, the balance of residential non-performing loans was $3.7 million, which included one
construction loan with a balance of $434,000. The Company has government guarantees on $530,000 of the $3.7 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 $38,000 during the quarter ended December 31, 2003 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 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.



Commercial real estate and commercial industrial loans increased $8.9 million
to $20.5 million at December 31, 2003. Two years ago, the Company began originating commercial credits focusing exclusively on strong borrowers collateralized by commercial real estate. During the last quarter the Company expanded the commercial
lending team by hiring three experienced commercial lenders from the St. Louis area, including Brian 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% commercial industrial. 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 base. At December 31,
2003, the Company did not have any non-performing commercial loans nor had the Company experienced any commercial losses during the quarter.



Total liabilities at December 31, 2003 increased $37.4 million to $402.5 million 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.



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The balance of checking accounts increased $1.3 million during the quarter ended December 31, 2003 to $36.6
million. Checking accounts are the lowest cost deposits for the Company and are also the primary source of retail banking revenue. Retail banking revenue increased $75,000, or 16.4%, to $530,000 for the quarter ended December 31, 2003 compared to
$455,000 for the quarter ended December 31, 2002. The increase in retail banking revenue was caused by a 21.0% increase in the number of checking accounts, which went from 11,421 at December 31, 2002 to 13,821 accounts at December 31, 2003. The
weighted average cost of checking account deposits is below 20 basis points.



The balance of money market accounts increased $5.5 million to $69.8 million at December 31, 2003. The Company is beginning 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 current market has become very competitive in money market accounts during the last two months of the quarter, as several banks have
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.



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|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|-------------------------------------------------------------------------------- |  | ------------------------------------ | ------- | -------------------- | - | ------ | ---------- |  | ---- | -
|                                                                                 |  | December 31, 2003 Three Months Ended |        
|                                                                                 |  | AverageBalance                       |         | InterestandDividends |   |        | Yield/Cost | 
|                                                                                 |  | (Dollars in thousands)               |        
|Interest-earning assets:                                                         |  |                                      |         |                      |   |        |            |  |      |  
|Loans receivable                                                                 |  | $                                    | 357,279 |                      | $ | 4,901  |            |  | 5.49 | %
|Investment securities/FHLB stock                                                 |  |                                      | 7,279   |                      |   | 66     |            |  | 3.63 | %
|Mortgage-backed securities                                                       |  |                                      | 8,579   |                      |   | 111    |            |  | 5.16 | %
|Other                                                                            |  |                                      | 6,325   |                      |   | 15     |            |  | 0.99 | %
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Total interest-earning assets                                                    |  |                                      | 379,462 |                      |   | 5,093  |            |  | 5.37 | %
|Non-interest-earning assets                                                      |  |                                      | 33,164  |                      |   |        |            |  |      |  
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Total assets                                                                     |  | $                                    | 412,626 |                      |   |        |            |  |      |  
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Interest-bearing liabilities:                                                    |  |                                      |         |                      |   |        |            |  |      |  
|Deposits                                                                         |  | $                                    | 295,684 |                      | $ | 1,186  |            |  | 1.61 | %
|FHLB advances/other borrowings                                                   |  |                                      | 57,514  |                      |   | 439    |            |  | 3.06 | %
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Total interest-bearing liabilities                                               |  |                                      | 353,198 |                      |   | 1,625  |            |  | 1.84 | %
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Non-interest bearing liabilities                                                 |  |                                      | 22,183  |                      |   |        |            |  |      |  
|Shareholders equity                                                             |  |                                      | 37,245  |                      |   |        |            |  |      |  
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Total liabilities and stockholders equity                                        |  | $                                    | 412,626 |                      |   |        |            |  |      |  
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Net interest income                                                              |  |                                      |         |                      | $ | 3,468  |            |  |      |  
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Interest rate spread                                                             |  |                                      |         |                      |   |        |            |  | 3.53 | %
|Net interest margin                                                              |  |                                      |         |                      |   |        |            |  | 3.66 | %
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                                      |         |                      |   | 107.44 | %          |  |      |  
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  



|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|-------------------------------------------------------------------------------- |  | ------------------------------------ | ------- | -------------------- | - | ------ | ---------- |  | ---- | -
|                                                                                 |  | December 31, 2002 Three Months Ended |        
|                                                                                 |  | AverageBalance                       |         | InterestandDividends |   |        | Yield/Cost | 
|                                                                                 |  | (Dollars in thousands)               |        
|Interest-earning assets:                                                         |  |                                      |         |                      |   |        |            |  |      |  
|Loans receivable                                                                 |  | $                                    | 345,713 |                      | $ | 5,079  |            |  | 5.88 | %
|Investment securities/FHLB stock                                                 |  |                                      | 9,563   |                      |   | 95     |            |  | 3.99 | %
|Mortgage-backed securities                                                       |  |                                      | 7,030   |                      |   | 121    |            |  | 6.90 | %
|Other                                                                            |  |                                      | 592     |                      |   | 2      |            |  | 1.23 | %
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Total interest-earning assets                                                    |  |                                      | 362,898 |                      |   | 5,297  |            |  | 5.84 | %
|Non-interest-earning assets                                                      |  |                                      | 20,967  |                      |   |        |            |  |      |  
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Total assets                                                                     |  | $                                    | 383,865 |                      |   |        |            |  |      |  
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Interest-bearing liabilities:                                                    |  |                                      |         |                      |   |        |            |  |      |  
|Deposits                                                                         |  | $                                    | 212,284 |                      | $ | 1,112  |            |  | 2.10 | %
|FHLB advances/other borrowings                                                   |  |                                      | 121,378 |                      |   | 981    |            |  | 3.23 | %
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Total interest-bearing liabilities                                               |  |                                      | 333,662 |                      |   | 2,093  |            |  | 2.51 | %
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Non-interest bearing liabilities                                                 |  |                                      | 16,538  |                      |   |        |            |  |      |  
|Shareholders equity                                                             |  |                                      | 33,665  |                      |   |        |            |  |      |  
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Total liabilities and stockholders equity                                        |  | $                                    | 383,865 |                      |   |        |            |  |      |  
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Net interest income                                                              |  |                                      |         |                      | $ | 3,204  |            |  |      |  
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  
|Interest rate spread                                                             |  |                                      |         |                      |   |        |            |  | 3.38 | %
|Net interest margin                                                              |  |                                      |         |                      |   |        |            |  | 3.54 | %
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                                      |         |                      |   | 108.76 | %          |  |      |  
|                                                                                 |  |                                      |         |                      |   |        |            |  |      |  



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ADDITIONAL DISCUSSION ON FINANCIAL
CONDITION



Cash and cash equivalents increased
$13.3 million, from $18.7 million at September 30, 2003 to $32.0 million at December 31, 2003. The increase in cash resulted from an increase of overnight deposits, which increased due to proceeds from investors on loan sales. The increase in cash
was temporary and was used to repay FHLB borrowings, which are generally staggered at one week or less intervals.



The balance of Federal Home Loan Bank advances increased $53.0 million during the quarter ended December 31, 2003. The increase in advances was used to fund loan
growth.



Balances due to other banks decreased $3.8 million to $7.2
million at December 31, 2003. 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 at December 31, 2003 was $37.0 million, an increase of $629,000 from $36.4 million at September 30, 2003. The increase was primarily attributable to net income for the three months of $1.4 million. The unearned ESOP balance was unchanged
during the quarter ended December 31, 2003 since the Company accelerated the share release earlier in the calendar year and thus, reduced future plan obligations for share release during the year. Offsetting the increase in equity was the repurchase
of 27,669 shares of common stock for $435,000 and the payment of dividends of $325,000.



NON-PERFORMING ASSETS AND DELINQUENCIES



Total non-performing assets decreased $126,000 from $4.3 million at September 30, 2003 to $4.2 million at December 31, 2003. The balance of non-accrual loans declined
from $465,000 to $227,000, while accruing loans greater than 90 days past due decreased $17,000 to $3.7 million during the quarter ended December 31, 2003. The allowance for loan losses was $4.1 million at December 31, 2003, or 1.13% of total loans
and 102.06% of non-performing loans (non-accrual, accruing past due 90 days or more and troubled debt restructured loans), compared to $3.9 million at September 30, 2003, or 1.13% of total loans and 91.31% of non-performing loans.



PROVISION FOR LOAN LOSSES



The provision for loan losses was $264,000 for the three-month
period ended December 31, 2003 compared to $376,000 for the three-month period ended December 31, 2002. The decline in the provision for loan losses was due primarily to a decline of specific valuation allowances setup for losses on specific loans
that have either become current or have been liquidated in the quarter ended December 31, 2003.



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 loss is a critical 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.



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##### Table of Contents

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. 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 allowance for loan loss is due to growth in the loan portfolio as well as loan product diversification. 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:



|                                               |  |                                       |        |   |      |   |       |  
|---------------------------------------------- |  | ------------------------------------- | ------ | - | ---- | - | ----- | -
|                                               |  | Three Months Ended December 31,       |       
|                                               |  | 2003                                  |        |   | 2002 |  
|                                               |  | (In thousands, except per share data) |       
|Allowance for loan losses, beginning of period |  | $                                     | 3,866  |   |      | $ | 2,553 |  
|Provision for loan losses                      |  |                                       | 264    |   |      |   | 376   |  
|                                               |  |                                      
|Loans charged-off                              |  |                                       | (73    | ) |      |   | (52   | )
|Recoveries of loans previously charged-off     |  |                                       | 2      |   |      |   | 1     |  
|                                               |  |                                       |        |   |      |   |       |  
|Allowance for loan losses, end of period       |  |                                       | 4,059  |   |      |   | 2,878 |  
|                                               |  |                                       |        |   |      |   |       |  
|Ratio of allowance to total loans outstanding  |  |                                       | 1.13   | % |      |   | 0.75  | %
|Ratio of allowance to nonperforming loans      |  |                                       | 102.06 | % |      |   | 86.87 | %



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.



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##### Table of Contents

DISCUSSION OF OTHER INCOME AND
EXPENSE FROM OPERATIONS FOR THREE MONTHS ENDED DECEMBER 31, 2003



Profit on sale of securities was $280,000 during the quarter ended December 31, 2003
compared to $24,000 for the quarter ended December 31, 2002. The gain was the result of the sale of thrift equity securities held by the Company. The Company investment policy allows it to purchase up to 5% ownership in other publicly traded thrift
holding companies. The Company typically does not purchase thrift stocks that trade above book value.



Other income increased $15,000 to $201,000 for the three-month period ending December 31, 2003 compared to the three-month period ending December 31, 2002. Other income consists primarily of changes in value
from the Bank Owned Life Insurance, fee income from a correspondent bank and lease income from tenants.



Salaries and employee benefits expense decreased $185,000 to $1.5 million for the three-month period ended December 31, 2003 from $1.6 million for the three-month period ended December 31, 2002. The decrease
was primarily attributed to the reduced cost associated with the ESOP as well as reduced salary expense from lending staff compensation. For the quarter ended December 31, 2003, no ESOP expense was realized as the Company had exceeded the
plan-required share release during the calendar year 2003.



Occupancy and
equipment related expenses increased $279,000 to $899,000 during the three-month period ended December 31, 2003 compared to the three-month period ended December 31, 2002. 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.



Advertising related expenses increased $71,000 to $167,000 during the three-month period ended December 31, 2003 compared to the three-month period ended December 31, 2002. The growth in advertising related expenses is due to
strategies to market the expanded product base in growing markets of St. Louis and Kansas City.



INCOME TAXES



The provision for income taxes was $837,000 for the three-month period ended December 31, 2003 compared to $867,000 for the three-month period ended December 31, 2002. The effective tax rates for the three-month
periods were 37.3% and 37.4%, respectively.



LIQUIDITY
AND CAPITAL RESOURCES



At
December 31, 2003, the Bank had outstanding commitments to originate loans of $11.8 million and commitments to sell loans on a best efforts basis of $77.4 million. At the same date, certificates of deposit that are scheduled to mature in one year or
less totaled $119.7 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 as well as qualifying first mortgage loans equal to 125% of the outstanding advances as 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 35% of the Banks



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##### Table of Contents

assets. At December 31, 2003, the Bank had approximately $152.9 million in available borrowing authority under the
above-mentioned arrangement, $84.5 million of which had been borrowed in advances from the FHLB. The Company also maintains a $16 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 90% 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 $182.9 million in cash during the quarter ended December
31, 2003 and provided proceeds of cash of $195.7 million from loan sales. Also, the Company realized $1.0 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 quarter ended December 31, 2003 the Company
originated $37.0 million in loans, which increased substantially from $8.7 million for the three months ended December 31, 2002. See the Overview discussion 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 $53.0 million during the quarter ended December 31, 2003. Deposit balances declined $8.4 million during the period due primarily to the maturity of a
block of wholesale deposits.



The following table presents the maturity
structure of time deposits and other maturing liabilities at December 31, 2003:



|                                      |  |                                  |         |                 |   |                    |  |   |      
|------------------------------------- |  | -------------------------------- | ------- | --------------- | - | ------------------ |  | - | -----
|                                      |  | December 31, 2003 (In thousands)
|                                      |  | Certificates of deposit          |         | FHLB Borrowings |   | Due to Other Banks
|Three months or less                  |  | $                                | 54,735  |                 | $ | 58,000             |  | $ | 7,168
|Over three months through six months  |  |                                  | 33,974  |                 |   |                   |  |   |     
|Over six months through twelve months |  |                                  | 31,019  |                 |   |                   |  |   |     
|Over twelve months                    |  |                                  | 46,915  |                 |   | 26,500             |  |   |     
|                                      |  |                                  |         |                 |   |                    |  |   |      
|Total                                 |  | $                                | 166,643 |                 | $ | 84,500             |  | $ | 7,168
|                                      |  |                                  |         |                 |   |                    |  |   |      



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 December 31, 2003 are as follows:



|                                  |  |                   |        
|--------------------------------- |  | ----------------- | -------
|                                  |  | December 31, 2003
|                                  |  | Operating Leases 
|Less than one year                |  | $                 | 227,510
|Over 1 year but less than 5 years |  |                   | 741,187
|Over 5 years                      |  |                   | 0      
|                                  |  |                   |        
|Total                             |  | $                 | 968,697
|                                  |  |                   |        



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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%).



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##### Table of Contents

The following table illustrates the Banks regulatory capital levels compared to its regulatory capital requirements
at December 31, 2003.



|                                                    |  |        |        |       |                              |   |        |                                                                                |        |  |      |        |  |       |        |  |       |  
|--------------------------------------------------- |  | ------ | ------ | ----- | ---------------------------- | - | ------ | ------------------------------------------------------------------------------ | ------ |  | ---- | ------ |  | ----- | ------ |  | ----- | -
|                                                    |  | Actual |        |       | For CapitalAdequacy Purposes |   |        | To be Categorized asWell CapitalizedUnder
PromptCorrective Action Provisions |       
|(Dollars in Thousands)                              |  | Amount |        | Ratio |                              |   | Amount |                                                                                | Ratio  |  |      | Amount |  | Ratio |       
|As of December 31, 2003:                            |  |        |        |       |                              |   |        |                                                                                |        |  |      |        |  |       |        |  |       |  
|Tangible capital (to total assets)                  |  | $      | 33,383 |       | 7.66                         | % |        | $                                                                              | 6,546  |  | 1.50 | %      |  |       | N/A    |  | N/A   |  
|Total risk-based capital (to risk-weighted assets)  |  |        | 37,715 |       | 12.60                        | % |        |                                                                                | 23,954 |  | 8.00 | %      |  | $     | 29,942 |  | 10.00 | %
|Tier I risk-based capital (to risk-weighted assets) |  |        | 33,383 |       | 11.15                        | % |        |                                                                                | 14,971 |  | 5.00 | %      |  |       | 17,965 |  | 6.00  | %
|Tier I total capital (to total assets)              |  |        | 33,383 |       | 7.65                         | % |        |                                                                                | 17,457 |  | 4.00 | %      |  |       | 21,821 |  | 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 commercial banks performance because virtually all assets and liabilities of commercial 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 has been no material change in the Companys quantitative or
qualitative aspects of market risk during the quarter ended December 31, 2003, from that disclosed in the Companys Annual Report on Form 10-K for the year ended September 30, 2003 other than an increase in borrowings from the FHLB, as
previously disclosed in the consolidated financial statements.



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##### Table of Contents

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.
In addition, based on that evaluation, no change in the Companys internal control over financial reporting occurred during the quarter ended December 31, 2003 that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.



EFFECTS OF NEW ACCOUNTING STANDARDS



In January 2003, the 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.



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##### Table of Contents

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: Not applicable



Item 3. Defaults Upon Senior Securities: Not applicable



Item 4. Submission of Matters to a Vote of Security Holders: Not applicable



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**
| | --- | --------------------------------------



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



B. Reports on Form 8-K



On October 21, 2003, the Company furnished a Form 8-K in
which it announced under Item 9 that it appointed William A. Corrigan, Jr. as a director of Pulaski Financial Corp. The press release announcing his appointment was attached by exhibit.



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##### Table of Contents

On October 22, 2003, the Company furnished a Form 8-K in which it announced under Item 9
that it expected to distribute earnings and hold a conference call to discuss earnings on October 28, 2003. The press release announcing the date of the release of earnings and the date and time of the conference call was attached by exhibit.



On October 28, 2003, the Company furnished a
Form 8-K in which it announced its earnings for the quarter and year ended September 30, 2003. The press release announcing earnings was attached by exhibit.



On November 7, 2003, the Company furnished a Form 8-K in which it announced under Item 9 that a presentation had been made to analysts
on the Companys business, financial condition and results of operations in fiscal 2003 and certain expectations regarding operations for fiscal 2004. The slides used in the presentation were attached by exhibit.



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##### Table of Contents

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: |  | February 13, 2004 |  | /S/William A. Donius                
|      |  |                   |  | William A. Donius                   
|      |  |                   |  | Chairman and Chief Executive Officer
|      |  |                  
|Date: |  | February 13, 2004 |  | /S/Ramsey K. Hamadi                 
|      |  |                   |  | Ramsey K. Hamadi                    
|      |  |                   |  | Chief Financial Officer