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UNITED STATES

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 June 30, 2005



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



Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)



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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  x    No ̈



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



|                                       |  |                              
|-------------------------------------- |  | -----------------------------
|Class                                  |  | Outstanding at August 8, 2005
|Common Stock, par value $.01 per share |  | 8,437,512 shares             



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##### Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES



FORM 10-Q



June 30, 2005



TABLE OF CONTENTS



|        |  |                                                                                                                                   |  |      
|------- |  | --------------------------------------------------------------------------------------------------------------------------------- |  | -----
|        |  |                                                                                                                                   |  | Page 
|PART I  |  | FINANCIAL INFORMATION                                                                                                             |  |      
|        |  |                                                                                                                                  
|Item 1. |  | Financial Statements                                                                                                              |  |      
|        |  |                                                                                                                                  
|        |  | Consolidated Balance Sheets at June 30, 2005 (Unaudited) and September 30, 2004                                                   |  | 1    
|        |  |                                                                                                                                  
|        |  | Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended June 30, 2005 and 2004 (Unaudited) |  | 2    
|        |  |                                                                                                                                  
|        |  | Consolidated Statement of Stockholders Equity for the Nine Months Ended June 30, 2005 (Unaudited)                                |  | 3    
|        |  |                                                                                                                                  
|        |  | Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2005 and 2004 (Unaudited)                                |  | 4-5  
|        |  |                                                                                                                                  
|        |  | Notes to Unaudited Consolidated Financial Statements (Unaudited)                                                                  |  | 6-8  
|        |  |                                                                                                                                  
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                             |  | 9-22 
|        |  |                                                                                                                                  
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                                                        |  | 22-23
|        |  |                                                                                                                                  
|Item 4. |  | Controls and Procedures                                                                                                           |  | 23   
|        |  |                                                                                                                                  
|PART II |  | OTHER INFORMATION                                                                                                                 |  |      
|        |  |                                                                                                                                  
|Item 1. |  | Legal Proceedings                                                                                                                 |  | 24   
|        |  |                                                                                                                                  
|Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                       |  | 24   
|        |  |                                                                                                                                  
|Item 3. |  | Defaults Upon Senior Securities                                                                                                   |  | 25   
|        |  |                                                                                                                                  
|Item 4. |  | Submission of Matters to a Vote of Security Holders                                                                               |  | 25   
|        |  |                                                                                                                                  
|Item 5. |  | Other Information                                                                                                                 |  | 25   
|        |  |                                                                                                                                  
|Item 6. |  | Exhibits                                                                                                                          |  | 25   
|        |  |                                                                                                                                  
|        |  | Signatures                                                                                                                        |  |      



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##### Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS

JUNE 30, 2005 AND SEPTEMBER 30, 2004 (UNAUDITED)



|                                                                                                                                                                     |  |               |             |   |                    |   |             |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ------------------ | - | ----------- | -
|                                                                                                                                                                     |  | June 30, 2005 |             |   | September 30, 2004 |  
|ASSETS                                                                                                                                                               |  |               |             |   |                    |   |             |  
|Cash and amounts due from depository institutions                                                                                                                    |  | $             | 19,352,581  |   |                    | $ | 16,182,443  |  
|Federal funds sold and overnight deposits                                                                                                                            |  |               | 4,889,627   |   |                    |   | 4,113,668   |  
|                                                                                                                                                                     |  |               |             |   |                    |   |             |  
|Total cash and cash equivalents                                                                                                                                      |  |               | 24,242,208  |   |                    |   | 20,296,111  |  
|                                                                                                                                                                     |  |              
|Debt securities available for sale, at fair value                                                                                                                    |  |               | 589,000     |   |                    |   | 9,503,376   |  
|Equity securities available for sale, at fair value                                                                                                                  |  |               | 3,700,060   |   |                    |   | 3,482,732   |  
|Securities held to maturity, at amortized cost (fair value, $5,960,387 and $0 at June 30, 2005 and September 30, 2004,
respectively)                                 |  |               | 5,991,840   |   |                    |   |            |  
|Mortgage-backed and related securities held to maturity, at amortized cost (fair value, $778,388 and $943,658 at June 30, 2005 and September
30, 2004, respectively) |  |               | 719,549     |   |                    |   | 864,423     |  
|Mortgage-backed and related securities available for sale, at fair value                                                                                             |  |               | 4,566,585   |   |                    |   | 5,709,985   |  
|Capital stock of Federal Home Loan Bank - at cost                                                                                                                    |  |               | 8,935,200   |   |                    |   | 7,537,600   |  
|Loans receivable held for sale, at lower of cost or market                                                                                                           |  |               | 83,354,116  |   |                    |   | 49,151,789  |  
|Loans receivable, net of allowance for loan losses of $6,297,535 and $5,579,132 at June 30, 2005 and September 30, 2004,
respectively                                |  |               | 600,597,058 |   |                    |   | 510,584,236 |  
|Real estate acquired in settlement of loans, net of allowance for losses of $28,025 and $47,816 at June 30, 2005 and September 30, 2004,
respectively                |  |               | 385,253     |   |                    |   | 1,067,881   |  
|Premises and equipment - net                                                                                                                                         |  |               | 12,838,704  |   |                    |   | 10,701,279  |  
|Accrued interest receivable                                                                                                                                          |  |               | 3,635,177   |   |                    |   | 2,538,953   |  
|Core deposit intangible                                                                                                                                              |  |               | 458,189     |   |                    |   | 523,644     |  
|Bank owned life insurance                                                                                                                                            |  |               | 15,485,412  |   |                    |   | 11,553,961  |  
|Other assets                                                                                                                                                         |  |               | 4,763,027   |   |                    |   | 4,370,381   |  
|                                                                                                                                                                     |  |               |             |   |                    |   |             |  
|TOTAL ASSETS                                                                                                                                                         |  | $             | 770,261,378 |   |                    | $ | 637,886,351 |  
|                                                                                                                                                                     |  |               |             |   |                    |   |             |  
|LIABILITIES & STOCKHOLDERS EQUITY                                                                                                                                   |  |               |             |   |                    |   |             |  
|LIABILITIES:                                                                                                                                                         |  |               |             |   |                    |   |             |  
|Deposits                                                                                                                                                             |  | $             | 499,758,657 |   |                    | $ | 406,798,593 |  
|Advances from Federal Home Loan Bank                                                                                                                                 |  |               | 174,100,000 |   |                    |   | 154,600,000 |  
|Note payable                                                                                                                                                         |  |               | 3,575,000   |   |                    |   | 3,830,000   |  
|Subordinated debentures                                                                                                                                              |  |               | 19,589,000  |   |                    |   | 9,279,000   |  
|Advance payments by borrowers for taxes and insurance                                                                                                                |  |               | 2,098,553   |   |                    |   | 2,624,699   |  
|Due to other banks                                                                                                                                                   |  |               | 17,903,872  |   |                    |   | 14,463,691  |  
|Other liabilities                                                                                                                                                    |  |               | 6,537,374   |   |                    |   | 5,316,797   |  
|                                                                                                                                                                     |  |               |             |   |                    |   |             |  
|Total liabilities                                                                                                                                                    |  |               | 723,562,456 |   |                    |   | 596,912,780 |  
|                                                                                                                                                                     |  |               |             |   |                    |   |             |  
|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 18,000,000 shares; 11,918,619 shares issued at June 30, 2005 and September 30, 2004,
respectively                |  |               | 119,187     |   |                    |   | 119,187     |  
|Treasury stock - at cost (3,483,556 and 3,691,177 shares at June 30, 2005 and September 30, 2004, respectively)                                                      |  |               | (17,239,711 | ) |                    |   | (17,869,317 | )
|Treasury stock - equity trust - at cost (410,550 and 348,900 shares at June 30, 2005 and September 30, 2004, respectively)                                           |  |               | (3,583,704  | ) |                    |   | (2,842,407  | )
|Additional paid-in capital                                                                                                                                           |  |               | 30,357,009  |   |                    |   | 28,934,972  |  
|Unearned MRDP shares                                                                                                                                                 |  |               | (94,456     | ) |                    |   | (131,075    | )
|Unearned ESOP shares (5,218 and 55,132 unreleased shares at June 30, 2005 and September 30, 2004, respectively)                                                      |  |               | (17,393     | ) |                    |   | (183,773    | )
|Accumulated other comprehensive income                                                                                                                               |  |               | 25,231      |   |                    |   | 18,807      |  
|Retained earnings                                                                                                                                                    |  |               | 37,132,759  |   |                    |   | 32,927,177  |  
|                                                                                                                                                                     |  |               |             |   |                    |   |             |  
|Total stockholders equity                                                                                                                                           |  |               | 46,698,922  |   |                    |   | 40,973,571  |  
|                                                                                                                                                                     |  |               |             |   |                    |   |             |  
|TOTAL LIABILITIES & STOCKHOLDERS EQUITY                                                                                                                             |  | $             | 770,261,378 |   |                    | $ | 637,886,351 |  
|                                                                                                                                                                     |  |               |             |   |                    |   |             |  



Share amounts reflect the
three-for-two split of the stock that occurred on July 18, 2005 (declared on May 31, 2005).



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 AND NINE MONTHS ENDED JUNE 30, 2005 AND 2004 (UNAUDITED)



|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|--------------------------------------------------- |  | --------------------------- | --------- | ---- | -------------------------- | --------- | ---- |  | ---- | ---------- |  | - | ---------- | -
|                                                    |  | Three Months Ended June 30, |           |      | Nine Months Ended June 30, |          
|                                                    |  | 2005                        |           | 2004 |                            |           | 2005 |  | 2004 |           
|INTEREST INCOME:                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|Loans receivable                                    |  | $                           | 9,532,175 |      | $                          | 6,145,104 |      |  | $    | 26,075,234 |  | $ | 16,053,870 |  
|Investment securities                               |  |                             | 43,356    |      |                            | 23,911    |      |  |      | 142,965    |  |   | 92,009     |  
|Mortgage-backed securities                          |  |                             | 65,948    |      |                            | 93,435    |      |  |      | 213,540    |  |   | 306,060    |  
|Capital stock of the Federal Home Loan Bank         |  |                             | 84,877    |      |                            | 25,254    |      |  |      | 206,631    |  |   | 67,001     |  
|Other                                               |  |                             | 42,174    |      |                            | 13,401    |      |  |      | 91,381     |  |   | 41,486     |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|Total interest income                               |  |                             | 9,768,530 |      |                            | 6,301,105 |      |  |      | 26,729,751 |  |   | 16,560,426 |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|INTEREST EXPENSE:                                   |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|Deposits                                            |  |                             | 2,582,443 |      |                            | 1,356,411 |      |  |      | 6,398,350  |  |   | 3,667,839  |  
|Advances from Federal Home Loan Bank                |  |                             | 1,446,884 |      |                            | 592,535   |      |  |      | 3,689,723  |  |   | 1,536,970  |  
|Subordinated debentures                             |  |                             | 264,558   |      |                            | 94,013    |      |  |      | 631,807    |  |   | 94,965     |  
|Other                                               |  |                             | 45,719    |      |                            | 30,333    |      |  |      | 126,208    |  |   | 42,000     |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|Total interest expense                              |  |                             | 4,339,604 |      |                            | 2,073,292 |      |  |      | 10,846,088 |  |   | 5,341,774  |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|NET INTEREST INCOME                                 |  |                             | 5,428,926 |      |                            | 4,227,813 |      |  |      | 15,883,663 |  |   | 11,218,652 |  
|                                                    |  |                             |           |     
|PROVISION FOR LOAN LOSSES                           |  |                             | 529,398   |      |                            | 649,965   |      |  |      | 996,125    |  |   | 1,229,740  |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                             | 4,899,528 |      |                            | 3,577,848 |      |  |      | 14,887,538 |  |   | 9,988,912  |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|NON-INTEREST INCOME:                                |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|Retail banking fees                                 |  |                             | 631,831   |      |                            | 638,100   |      |  |      | 1,817,236  |  |   | 1,714,885  |  
|Mortgage revenues                                   |  |                             | 1,594,568 |      |                            | 1,296,834 |      |  |      | 3,974,797  |  |   | 3,378,977  |  
|Title policy revenues                               |  |                             | 176,738   |      |                            | 13,682    |      |  |      | 535,362    |  |   | 13,682     |  
|Investment brokerage revenues                       |  |                             | 109,730   |      |                            |          |      |  |      | 507,874    |  |   |           |  
|Insurance commissions                               |  |                             | 49,389    |      |                            | 142,018   |      |  |      | 165,823    |  |   | 250,715    |  
|Gain on sale of investment securities               |  |                             |          |      |                            |          |      |  |      |           |  |   | 736,084    |  
|Other                                               |  |                             | 259,134   |      |                            | 196,872   |      |  |      | 751,122    |  |   | 583,404    |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|Total non-interest income                           |  |                             | 2,821,390 |      |                            | 2,287,506 |      |  |      | 7,752,214  |  |   | 6,677,747  |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|NON-INTEREST EXPENSE:                               |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|Salaries and employee benefits                      |  |                             | 2,270,094 |      |                            | 1,667,722 |      |  |      | 6,819,463  |  |   | 4,582,622  |  
|Occupancy, equipment and data processing expense    |  |                             | 1,083,808 |      |                            | 897,502   |      |  |      | 3,040,945  |  |   | 2,676,313  |  
|Advertising                                         |  |                             | 249,872   |      |                            | 202,743   |      |  |      | 609,560    |  |   | 542,017    |  
|Professional services                               |  |                             | 241,293   |      |                            | 206,653   |      |  |      | 688,669    |  |   | 544,766    |  
|Other                                               |  |                             | 790,820   |      |                            | 550,615   |      |  |      | 2,121,025  |  |   | 1,493,327  |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|Total non-interest expense                          |  |                             | 4,635,887 |      |                            | 3,525,235 |      |  |      | 13,279,662 |  |   | 9,839,045  |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|INCOME BEFORE INCOME TAXES                          |  |                             | 3,085,031 |      |                            | 2,340,119 |      |  |      | 9,360,090  |  |   | 6,827,614  |  
|                                                    |  |                             |           |     
|INCOME TAXES                                        |  |                             | 1,131,704 |      |                            | 882,985   |      |  |      | 3,489,804  |  |   | 2,538,478  |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|NET INCOME                                          |  | $                           | 1,953,327 |      | $                          | 1,457,134 |      |  | $    | 5,870,286  |  | $ | 4,289,136  |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|OTHER COMPREHENSIVE INCOME (LOSS)                   |  |                             | 25,231    |      |                            | (196,746  | )    |  |      | 6,424      |  |   | (547,054   | )
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|COMPREHENSIVE INCOME                                |  | $                           | 1,978,558 |      | $                          | 1,260,388 |      |  | $    | 5,876,710  |  | $ | 3,742,082  |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|Per share amounts:                                  |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|Basic earnings per share                            |  | $                           | 0.23      |      | $                          | 0.18      |      |  | $    | 0.71       |  | $ | 0.53       |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|Basic weighted average common shares outstanding    |  |                             | 8,370,198 |      |                            | 8,105,162 |      |  |      | 8,300,644  |  |   | 8,074,899  |  
|Diluted earnings per share                          |  | $                           | 0.22      |      | $                          | 0.17      |      |  | $    | 0.67       |  | $ | 0.49       |  
|                                                    |  |                             |           |      |                            |           |      |  |      |            |  |   |            |  
|Diluted weighted average common shares outstanding  |  |                             | 8,874,609 |      |                            | 8,686,767 |      |  |      | 8,807,859  |  |   | 8,696,037  |  



Share amounts reflect the
three-for-two split of the stock that occurred on July 18, 2005 (declared on May 31, 2005).



See accompanying notes to the unaudited consolidated financial statements



- 2 -



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##### Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES



CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

NINE MONTHS ENDED JUNE 30, 2005 (UNAUDITED)



|                                                                   |  |             |         |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |                  |   |  |       |        |  |   |            |   |  |   |            |  
|------------------------------------------------------------------ |  | ----------- | ------- | -------------- | - | ----------- | ------------------------ |  | ----------------------------------------------------- | ---------- |  | ------------------ | -------- | - | ----------------------------------- | - | ---------------- | - |  | ----- | ------ |  | - | ---------- | - |  | - | ---------- | -
|                                                                   |  | CommonStock |         | Treasury Stock |   |             | AdditionalPaid-InCapital |  | UnearnedManagementRecognition &DevelopmentPlan Shares |            |  | UnearnedESOPshares |          |   | AccumulatedOtherComprehensiveIncome |   | RetainedEarnings |   |  | Total |       
|BALANCE                                                            |  |             |         |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |                  |   |  |       |        |  |   |            |   |  |   |            |  
|September 30, 2004                                                 |  | $           | 119,187 |                | $ | (20,711,724 | )                        |  | $                                                     | 28,934,972 |  | $                  | (131,075 | ) |                                     | $ | (183,773         | ) |  | $     | 18,807 |  | $ | 32,927,177 |   |  | $ | 40,973,571 |  
|Net income                                                         |  |             |         |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |                  |   |  |       |        |  | $ | 5,870,286  |   |  | $ | 5,870,286  |  
|Change in unrealized gains on securities                           |  |             |         |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |                  |   |  | $     | 6,424  |  |   |            |   |  | $ | 6,424      |  
|                                                                   |  |             |         |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |                  |   |  |       |        |  |   |            |   |  |   |            |  
|Total comprehensive income                                         |  |             |         |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |                  |   |  |       |        |  |   |            |   |  | $ | 5,876,710  |  
|                                                                   |  |             |         |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |                  |   |  |       |        |  |   |            |   |  |   |            |  
|Dividends ($0.20 per share)                                        |  |             |         |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |                  |   |  |       |        |  | $ | (1,664,704 | ) |  | $ | (1,664,704 | )
|Stock options exercised                                            |  |             |         |                | $ | 803,031     |                          |  | $                                                     | 146,874    |  |                    |          |   |                                     |   |                  |   |  |       |        |  |   |            |   |  | $ | 949,905    |  
|Noncash compensation expense for stock option grants               |  |             |         |                |   |             |                          |  | $                                                     | 928        |  |                    |          |   |                                     |   |                  |   |  |       |        |  |   |            |   |  | $ | 928        |  
|Stock repurchase (13,366 shares)                                   |  |             |         |                | $ | (184,365    | )                        |  |                                                       |            |  |                    |          |   |                                     |   |                  |   |  |       |        |  |   |            |   |  | $ | (184,365   | )
|Equity trust shares purchased                                      |  |             |         |                | $ | (741,297    | )                        |  | $                                                     | 741,297    |  |                    |          |   |                                     |   |                  |   |  |       |        |  |   |            |   |  |   |           |  
|Release of ESOP shares                                             |  |             |         |                |   |             |                          |  | $                                                     | 503,969    |  |                    |          |   |                                     | $ | 166,380          |   |  |       |        |  |   |            |   |  | $ | 670,349    |  
|Management Recognition and Development Plan shares issued          |  |             |         |                | $ | 10,940      |                          |  | $                                                     | 28,969     |  | $                  | (39,909  | ) |                                     |   |                  |   |  |       |        |  |   |            |   |  |   |           |  
|Amortization of Management Recognition and Development Plan shares |  |             |         |                |   |             |                          |  |                                                       |            |  | $                  | 76,528   |   |                                     |   |                  |   |  |       |        |  |   |            |   |  | $ | 76,528     |  
|                                                                   |  |             |         |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |                  |   |  |       |        |  |   |            |   |  |   |            |  
|BALANCE                                                            |  |             |         |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |                  |   |  |       |        |  |   |            |   |  |   |            |  
|June 30, 2005                                                      |  | $           | 119,187 |                | $ | (20,823,415 | )                        |  | $                                                     | 30,357,009 |  | $                  | (94,456  | ) |                                     | $ | (17,393          | ) |  | $     | 25,231 |  | $ | 37,132,759 |   |  | $ | 46,698,922 |  
|                                                                   |  |             |         |                |   |             |                          |  |                                                       |            |  |                    |          |   |                                     |   |                  |   |  |       |        |  |   |            |   |  |   |            |  



Share amounts reflect the
three-for-two split of the stock that occurred on July 18, 2005 (declared on May 31, 2005).



See accompanying notes to the unaudited consolidated financial statements.



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PULASKI FINANCIAL CORP. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS FOR NINE MONTHS

ENDED JUNE 30, 2005 (UNAUDITED) AND JUNE 30, 2004 (UNAUDITED)



|                                                                              |  |      |              |   |      |   |              |  
|----------------------------------------------------------------------------- |  | ---- | ------------ | - | ---- | - | ------------ | -
|                                                                              |  | 2005 |              |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                         |  |      |              |   |      |   |              |  
|Net income                                                                    |  | $    | 5,870,286    |   |      | $ | 4,289,136    |  
|Adjustments to reconcile net income to net cash from operating activities:    |  |      |              |   |      |   |              |  
|Depreciation, amortization and accretion:                                     |  |      |              |   |      |   |              |  
|Premises and equipment                                                        |  |      | 918,949      |   |      |   | 840,552      |  
|Deferred loan fees, discounts and premiums                                    |  |      | 1,780,992    |   |      |   | 891,037      |  
|Management Recognition and Development Plan stock awards                      |  |      | 76,528       |   |      |   | 148,360      |  
|ESOP shares committed to be released                                          |  |      | 670,349      |   |      |   | 281,563      |  
|Provision for loan losses                                                     |  |      | 996,125      |   |      |   | 1,229,740    |  
|Provision for losses on real estate acquired in settlement of loans           |  |      | 73,513       |   |      |   | 21,448       |  
|Losses on sale of real estate acquired in settlement of loans                 |  |      | 32,053       |   |      |   | 4,693        |  
|Originations of loans receivable for sale to correspondent lenders            |  |      | (704,943,921 | ) |      |   | (640,375,131 | )
|Proceeds from sales of loans to correspondent lenders                         |  |      | 673,782,065  |   |      |   | 650,142,499  |  
|Gain on sales of loans held for sale                                          |  |      | (3,040,471   | ) |      |   | (2,830,597   | )
|(Gain) loss on sale of second mortgage residential loans                      |  |      | (223,892     | ) |      |   | 4,798        |  
|Gain on sales of securities                                                   |  |      |             |   |      |   | (736,084     | )
|Increase in cash value of bank-owned life insurance policies                  |  |      | (431,451     | ) |      |   | (316,026     | )
|Noncash compensation expense for stock option grants                          |  |      | 928          |   |      |   |             |  
|Changes in other assets and liabilities                                       |  |      | (104,454     | ) |      |   | (2,038,454   | )
|                                                                              |  |      |              |   |      |   |              |  
|Net adjustments                                                               |  |      | (30,412,687  | ) |      |   | 7,268,398    |  
|                                                                              |  |      |              |   |      |   |              |  
|Net cash (used in) provided by operating activities                           |  |      | (24,542,401  | ) |      |   | 11,557,534   |  
|                                                                              |  |      |              |   |      |   |              |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                         |  |      |              |   |      |   |              |  
|Proceeds from sales of investment securities                                  |  |      |             |   |      |   | 2,163,232    |  
|Proceeds from maturities of investment securities                             |  |      | 9,250,000    |   |      |   | 2,230,000    |  
|Proceeds from FHLB stock                                                      |  |      | 4,917,800    |   |      |   | 5,487,400    |  
|Purchase of bank owned life insurance                                         |  |      | (3,500,000   | ) |      |   | (3,500,000   | )
|Purchases of securities and Federal Home Loan Bank stock                      |  |      | (12,772,510  | ) |      |   | (8,040,234   | )
|Principal payments received on mortgage-backed securities                     |  |      | 1,213,671    |   |      |   | 1,654,849    |  
|Proceeds from sales of second mortgage residential loans                      |  |      | 9,351,359    |   |      |   | 2,477,450    |  
|Net increase in loans                                                         |  |      | (102,707,164 | ) |      |   | (178,138,592 | )
|Proceeds from sales of real estate acquired in settlement of loans receivable |  |      | 1,364,100    |   |      |   | 317,500      |  
|Cash paid for 50% interest in joint venture                                   |  |      | (102,319     | ) |      |   |             |  
|Net additions to premises and equipment                                       |  |      | (3,056,374   | ) |      |   | (1,005,142   | )
|                                                                              |  |      |              |   |      |   |              |  
|Net cash used in investing activities                                         |  |      | (96,041,437  | ) |      |   | (176,353,537 | )
|                                                                              |  |      |              |   |      |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                         |  |      |              |   |      |   |              |  
|Net increase in deposits                                                      |  |      | 92,960,064   |   |      |   | 77,767,341   |  
|Proceeds from Federal Home Loan Bank advances, net                            |  |      | 19,500,000   |   |      |   | 70,000,000   |  
|Proceeds from note payable                                                    |  |      |             |   |      |   | 4,000,000    |  
|Repayment of note payable                                                     |  |      | (255,000     | ) |      |   | (85,000      | )
|Proceeds from issuance of subordinated debentures                             |  |      | 10,310,000   |   |      |   | 9,279,000    |  
|Net increase in due to other banks                                            |  |      | 3,440,181    |   |      |   | 4,156,326    |  
|Net decrease in advance payments by borrowers for taxes and insurance         |  |      | (526,146     | ) |      |   | (601,636     | )
|Treasury stock issued under stock option plan                                 |  |      | 949,905      |   |      |   | 758,610      |  
|Dividends paid on common stock                                                |  |      | (1,664,704   | ) |      |   | (1,138,250   | )
|Stock repurchase                                                              |  |      | (184,365     | ) |      |   | (1,562,716   | )
|                                                                              |  |      |              |   |      |   |              |  
|Net cash provided by financing activities                                     |  |      | 124,529,935  |   |      |   | 162,573,675  |  
|                                                                              |  |      |              |   |      |   |              |  



(Continued)



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PULASKI FINANCIAL CORP. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS FOR NINE MONTHS ENDED

ENDED JUNE 30, 2005 (UNAUDITED) AND JUNE 30, 2004 (UNAUDITED)



|                                                     |  |      |            |      |   |            |  
|---------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | -
|                                                     |  | 2005 |            | 2004 |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |  | $    | 3,946,097  |      | $ | (2,222,328 | )
|                                                     |  |     
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     |  |      | 20,296,111 |      |   | 18,655,646 |  
|                                                     |  |      |            |      |   |            |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD           |  | $    | 24,242,208 |      | $ | 16,433,318 |  
|                                                     |  |      |            |      |   |            |  
|ADDITIONAL DISCLOSURES OF CASH FLOW INFORMATION:     |  |      |            |      |   |            |  
|Cash paid during the period for:                     |  |      |            |      |   |            |  
|Interest                                             |  | $    | 10,856,558 |      | $ | 5,313,020  |  
|Income taxes                                         |  |      | 3,763,135  |      |   | 3,702,886  |  
|                                                     |  |     
|NONCASH INVESTING ACTIVITIES:                        |  |      |            |      |   |            |  
|                                                     |  |     
|Real estate acquired in settlement of loans          |  |      | 787,040    |      |   | 356,741    |  



See accompanying notes to the
unaudited consolidated financial statements.



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##### Table of Contents

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. 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 June 30,
2005 and September 30, 2004 and their results of operations for the three and nine-month periods ended June 30, 2005 and 2004. The results of operations for the three and nine-months ended June 30, 2005 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,
2004 contained in the Companys 2004 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, 2004.



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



|                                                |  |                             |  |                            |  |           |  |          
|----------------------------------------------- |  | --------------------------- |  | -------------------------- |  | --------- |  | ---------
|                                                |  | Three Months Ended June 30, |  | Nine Months Ended June 30,
|                                                |  | 2005                        |  | 2004                       |  | 2005      |  | 2004     
|Weighted average shares outstanding - basic     |  | 8,370,198                   |  | 8,105,162                  |  | 8,300,644 |  | 8,074,899
|Effect of dilutive stock options and MRP shares |  | 504,411                     |  | 581,606                    |  | 507,215   |  | 621,138  
|                                                |  |                             |  |                            |  |           |  |          
|Weighted average shares outstanding - diluted   |  | 8,874,609                   |  | 8,686,767                  |  | 8,807,859 |  | 8,696,037
|                                                |  |                             |  |                            |  |           |  |          
|Anti-dilutive shares                            |  | 0                           |  | 67,973                     |  | 12,196    |  | 47,174   
|                                                |  |                             |  |                            |  |           |  |          
|Net income per share-basic                      |  | 0.23                        |  | 0.18                       |  | 0.71      |  | 0.53     
|Net income per share-diluted                    |  | 0.22                        |  | 0.17                       |  | 0.67      |  | 0.49     



Share amounts reflect
the three-for-two split of the stock that occurred on July 18, 2005 (declared on May 31, 2005).



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, June 30,          |           |   | Nine Months Ended, June 30, |  
|                                                                                                                              |  | 2005                                  |           |   | 2004                        |   |           | 2005 |  |   | 2004      |  
|                                                                                                                              |  | (In thousands, except per share data) |          
|Net income, as reported:                                                                                                      |  | $                                     | 1,953,327 |   |                             | $ | 1,457,134 |      |  | $ | 5,870,286 |   |  | $ | 4,289,136 |  
|Add: Total employee stock-based compensation expense - included in reported net income - net of tax effect                    |  |                                       | 119,435   |   |                             |   | 109,995   |      |  |   | 472,773   |   |  |   | 266,552   |  
|Deduct: Total stock-based employee compensation expense, determined under fair value method for all awards- net of tax effect |  |                                       | (191,426  | ) |                             |   | (146,448  | )    |  |   | (676,034  | ) |  |   | (383,166  | )
|                                                                                                                              |  |                                       |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Pro forma net income attributable to common stock                                                                             |  | $                                     | 1,881,336 |   |                             | $ | 1,420,681 |      |  | $ | 5,667,025 |   |  | $ | 4,172,522 |  
|                                                                                                                              |  |                                       |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Earnings per share:                                                                                                           |  |                                       |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Basic -as reported                                                                                                            |  |                                       | 0.23      |   |                             |   | 0.18      |      |  |   | 0.71      |   |  |   | 0.53      |  
|Basic- pro forma                                                                                                              |  |                                       | 0.22      |   |                             |   | 0.17      |      |  |   | 0.68      |   |  |   | 0.52      |  
|                                                                                                                              |  |                                       |           |  
|Diluted -as reported                                                                                                          |  |                                       | 0.22      |   |                             |   | 0.17      |      |  |   | 0.67      |   |  |   | 0.49      |  
|Diluted -pro forma                                                                                                            |  |                                       | 0.21      |   |                             |   | 0.17      |      |  |   | 0.64      |   |  |   | 0.48      |  



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



On March 30, 2004, Pulaski Financial Statutory Trust I (Trust I), a Connecticut statutory trust, issued $9.0 million of adjustable-rate
preferred securities. The proceeds from this issuance, along with the Companys $279,000 capital contribution for Trust Is common securities, were used to acquire $9.3 million aggregate principal amount of the Companys floating rate
junior subordinated deferrable interest debentures due 2034 which constitute the sole asset of Trust I. The interest rate on the debentures and the capital securities is variable and adjustable quarterly at 2.70% over the three-month LIBOR, with an
initial rate of 3.81%. The current rate is 6.12%.



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



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On December 15, 2004, Pulaski Financial Statutory Trust II (Trust II), a Delaware statutory
trust, issued $10.0 million of adjustable-rate preferred securities. The proceeds from this issuance, along with the Companys $310,000 capital contribution for Trust IIs common securities, were used to acquire $10.3 million of the
Companys floating rate junior subordinated deferrable interest debentures due 2034, which constitute the sole asset of Trust II. The interest rate on the debentures and the capital securities is variable and adjustable quarterly at 1.86% over
the three-month LIBOR, with an initial rate of 4.31%. The current rate is 5.27%.



The stated maturity of the debentures held by Trust II is December 15, 2034. In addition, the Trust II debentures are subject to redemption at par at the option of the Company, subject to prior regulatory approval, in
whole or in part on any interest payment date on or after December 15, 2009.



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



Certain reclassifications have been made to 2004 amounts to conform to the 2005 presentation.



* * * * * *



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##### Table of Contents

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 generally
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, combined elsewhere in this report.



Pulaski Bank is a $770 million asset, growth-oriented bank, focused on becoming the leading
community bank in St. Louis. The Banks 84-year history as a thrift servicing tens of thousands of residential, commercial and consumer customers has created years of goodwill that the current generation of management is leveraging to become
the bank of choice in the metropolitan St. Louis community.



The Companys
business strategy is to focus on the growth and efficiency of five core banking 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 60 seasoned residential and commercial
lenders in the Companys two market locations, St. Louis and Kansas City, which includes seven branch locations and two loan production offices. Due to important gains in each of these products over the last year, the Company realized increased
diluted earnings per share of $0.05 and $0.18 to $0.22 and $0.67 for the three and nine-month periods ending June 30, 2005 compared to the same periods a year ago. Share and per share figures have been adjusted to account for a three-for-two stock
split declared on May 31, 2005 and payable July 18, 2005 to shareholders of record on July 5, 2005. Net income grew 34.1% and 36.9% for the three and nine months ended June 30, 2005 to $2.0 million and $5.9 million, respectively as the Company
experienced increased net interest income from strong loan growth and stronger non-interest income from increases in mortgage, title policy and investment brokerage revenues.



The Company benefited from strong net interest income growth, which increased 28.4% to $5.4 million for the quarter ended June 30, 2005. For
the three-month period ended June 30, 2005, the retained loan portfolio increased



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6.1%, or $34.7 million, to $600.6 million from $565.9 million at March 31, 2005. The average balance of the retained loan portfolio increased $152.8 million
to $592.9 million for the three month period ended June 30, 2005 from $421.9 million for the three months ended June 30, 2004.. Year to date, the Company has experienced an annualized portfolio growth rate of 17.65% or $90.0 million through nine
months ended June 30, 2005.



The net interest margin for the quarter ended June
30, 2005 declined 17 basis points to 3.25% compared to the quarter ended March 31, 2005 and 11 basis points from the three months ended June 30, 2004. The Company experienced a 15 basis point impact on its margin during the quarter as a result of
growth and repricing of CD balances, which created a duration mismatch between newly added assets and liabilities. In addition, the Company has seen a 10 basis point compression of margin caused by the narrowing margin of loans held for sale and a 5
basis point compression resulting from higher than normal prepayment of home equity loans, which caused early amortization of deferred costs. Offsetting these three factors, the Companys core deposits consisting of $184.1 million
of demand deposit, money market and passbook accounts continue to grow in value. For the nine months ended June 30, 2005 the net interest margin declined to 3.32% as compared to 3.49% for the nine months ended September 30, 2004.



Mortgage revenues increased $300,000 over the prior year to $1.6 million for the three months
ended June 30, 2005 compared to $1.3 million for the three months ended June 30, 2004. Year to date, mortgage revenue is up 8.5% to $4.0 million. During June 2005, the Company acquired a 50% interest in a joint venture with one of the largest real
estate firms in the Kansas City market. Prior to the acquisition, the Company was one of the top five lenders in the market. The acquisition is expected to provide the Company with improved efficiencies and the opportunity to expand in the Kansas
City market. In part due to the acquisition, the Company expanded its sales staff by 25%, totaling 55 commissioned loan officers. Through nine months, these 55 loan officers have originated $833.9 million in residential loans.



The quarter was highlighted by a 22% growth in non-interest bearing checking account
balances, which totaled $26.2 million at June 30, 2005. Interest bearing checking accounts declined slightly to $36.2 million resulting in combined interest and non-interest bearing accounts of $62.4 million. The Companys core deposits of
$184.1 million had a weighted average cost of 1.12% at June 30, 2005.



Asset
quality ratios declined during the quarter as non-performing assets increased from $3.9 million at March 31, 2005 to $6.8 million at June 30, 2005. The increase in non-performing assets included a $1.7 million commercial land development loan, which
management believes is well collateralized based upon a recently appraised fair market value of $2.7 million. The provision for loan losses was $530,000 for the quarter ended June 30, 2005 compared to $650,000 for the quarter ended June 30, 2004.
The decrease in the provision for loan loss was due to decreased growth in the loan portfolio compared to the same quarter in 2004, offset by the increase in nonperforming loans. At June 30, 2005, nonperforming loans as a percent of total loans was
0.92% compared to 0.76% at September 30, 2004.



The title and investment
brokerage divisions reported mixed results. The title division contributed pre-tax profit of $76,000 on revenue of $177,000 for the three months ended June 30, 2005 and $184,000 for nine months on revenue of $535,000. The investment division posted
a pre-tax loss of $107,000 on revenue of $110,000 for the quarter. Year to date, the investment division posted a loss of $136,000 on revenue of $508,000. Due to the flattening yield curve, many of the divisions regular buyers of bonds are
choosing not to invest in bonds until the rate environment improves.



RECENT EVENTS



On May 31,
2005, the Company declared a three-for two stock split, which increased outstanding stock to 8.4 million outstanding shares. The Company also increased its quarterly dividend to .08 cents per share on a post-split basis.



During June 2005, the Company acquired a 50% interest in a joint venture with one of the
largest real estate firms, due to anticipation of expanded mortgage lending opportunities in the Kansas City market.



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Managements Discussion on Core Business Strategy



The Companys retained loan portfolio, net of allowance for loan lossesincreased $34.7 million to $600.6 million at June 30, 2005 from $565.9 million at March 31, 2005. For the nine months ended June 30, 2005 the portfolio has grown 17.6% from $510.6 million at September 30, 2004. The Company has experienced
strong, well-balanced demand in each of its three core lending products, homeequity lines of credit, residential mortgages and commercial loans, in the third quarter, which resulted in a $34.7 million, or 6.1%, increase
in loans receivable during the quarter ended June 30, 2005. Year to date, commercial balances have increased $50.7 million, home equity loans have increased $33.0 million and residential loans have increased $10.1 million. The weighted average rate
of the loan portfolio at June 30, 2005 was 6.27% compared to 5.67% at September 30, 2004.



Commercial real estate and commercial and industrial (C&I) loans increased $50.7 million to $156.0 million at June 30, 2005 compared to $105.3 million at September 30, 2004. The
commercial portfolio consists of $83.6 million of commercial real estate loans, $24.9 million of commercial and industrial loans, $25.8 million of multi-family and development loans, $20.7 million in construction and development loans and $969,000
in equity lines. The commercial loan growth over the next three years has been targeted to be about 70% commercial real estate and 30% C&I. At June 30, 2005, the Company had commercial checking and money market accounts of $37.1 million, which
represented more than $8 million growth in core business deposits, not including the runoff of a $39 million short-term money market deposit from a single customer. The runoff of the short-term money market account was due to a customer reinvesting
proceeds of a sales transaction. At June 30, 2005, the Company had two substandard commercial loans including a residential construction loan to a commercial borrower in the amount of $434,000 and a $1.7 million commercial loan on developed land
appraised at $2.7 million. The Company has an allowance for loan losses of $1.5 million allocated to the commercial portfolio. The Company has no charge-off history with its commercial loan portfolio and holds the $1.7 million substandard commercial
loan on non-accrual at June 30, 2005. The weighted average rate on commercial loans was 6.27% at June 30, 2005 compared to 5.67% at September 30, 2004.



Home equity lines of credit remain a consistent growing portfolio with low loss history and appealing interest rate risk characteristics. Equity line
balances increased $32.9 million to $191.2 million at June 30, 2005 compared to $158.3 million at September 30, 2004. Home equity loans are approved for qualified borrowers in conjunction with the first mortgage loan applications. The large volume
of mortgage loans originated in recent years has provided many opportunities to cross-sell this product to customers. As a prime-based asset, home equity lines carry low interest rate risk characteristics and attractive yields, providing stability
to the Banks net interest margin. At June 30, 2005, the Bank had a balance of $267,000 of non-performing home equity loans or 0.14% of the home equity portfolio and had no charge-offs during the nine months ended June 30, 2005. During the
third fiscal quarter, home equity lines of credit grew $11.3 million despite an uncharacteristically high 11.3% repayment by customers. Management believes the higher prepayment rate may be short lived as customers with the ability to payoff debts
in the rising rate environment are doing so as their cost to carry debt rises. The weighted average rate on home equity loans was 6.60% at June 30, 2005 compared to 5.20% at September 30, 2004.



Permanent and construction residential loan balances increased $10.1 million to
$262.5 million at June 30, 2005 from $252.4 million at September 30, 2004. As a large volume mortgage lender, the Bank has the opportunity to carefully select loans to retain for portfolio. Typically, loans originated for portfolio mature or reprice
within three years and carry higher credit risk and interest rate yields than residential loans that are originated for sale. At June 30, 2005, the balance of residential non-performing assets was $4.2 million, including $385,000 of real estate
owned by the Bank. In part due to the historically strong collateral of the residential loan portfolio, the Company has absorbed few losses in residential real estate, including just $49,000 during the nine months ended June 30, 2005 and $73,000 for
the fiscal year ended September 30, 2004. In the Midwest region of the United States, residential properties have not experienced exceptional price appreciation over the last ten years and therefore have not experienced any significant price
declines during down housing markets. In an economic environment that resulted in declining residential values, the Company would be at increased risk of credit losses from non-performing loans. Year to date, the Company has sold $9.1 million of
loans from portfolio, none of which were sold in the quarter ending June 30, 2005. Each pool was sold as the Company sought to reduce its concentration in second mortgage residential loans that have loan-



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to-values greater than 90%. The Company realized gains of $197,000 on the $5.9 million pool sale ($122,000 after tax) during the quarter ended March 31, 2005
and $29,000 ($18,000 after tax) on the $3.2 million pool sold during the quarter ended December 31, 2004. At June 30, 2005, the Company had $93.9 million of residential and commercial loans that exceed regulatory guidelines for high loan to value
concentrations, including $61.8 million of residential first and second mortgage loans that exceeded 90% of loan to value.



Residential mortgage loans originated and sold to investors on a servicing released basis are the Companys largest source of non-interest income and are the primary
component of mortgage revenue. Mortgage revenue for the quarter ended June 30, 2005 increased $300,000 to $1.6 million from $1.3 million for the quarter ended June 30, 2004 on $264.1 million and $282.4 million of sales, respectively. For the nine
months ended June 30, 2005, mortgage revenue was $4.0 million compared to $3.4 million for the same period ended June 30, 2004. The average balance of mortgage loans held for sale decreased from $60.3 million to $51.2 million for the
quarter ended June 30, 2005 compared to the same period a year ago. The flattening of the yield curve continues to negatively impact the Companys ability to maximize its spread on loans held for sale. The Companys margin on loans held
for sale have steadily declined with the compressing yield curve from more than 400 basis points to 275 basis points in the last quarter. The consolidated net interest margin declined 11 basis points during the quarter because of the narrowing
margin on the held for sale portfolio. The Company funds loans held for sale with overnight and short term advances because the loans are typically sold within 30 days of origination.



Total liabilities increased $126.7 million to $723.6 million at June 30, 2005 compared to $596.9 million at September 30, 2004. 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. Brokered deposits increased $6.7 million during the quarter. At June 30, 2005, the Company had
$110.0 million in brokered CDs at a weighted average rate of 3.42%.



The
balance of checking accounts increased $11.0 million, or 21.3% during the nine months ended June 30, 2005 to $62.4 million at June 30, 2005 from $51.4 million at September 30, 2004. Retail checking accounts are the lowest cost deposits
for the Company and are also the primary source of retail banking revenue. Retail banking revenue was $632,000 for the quarter ended June 30, 2005 compared to $638,000 for the quarter ended June 30, 2004.



The balance of money market accounts increased $8.5 million to $88.5 million at
June 30, 2005 from $80.0 million at September 30, 2004. The Company is in its fourth year of pursuing money market accounts as a core product and its third year of a successful marketing campaign, the Big Bertha Money Market Account. The
product carries similar interest rate characteristics as the Companys home equity loans and results in an ideal source of funds for the growth of this line of credit portfolio. Money market accounts are generally less interest rate sensitive
and more stable than CD balances. The market became very competitive in money market accounts during the last two months of the quarter, as several banks made aggressive marketing efforts to capture this market. The Company has stayed disciplined in
its pricing and has seen slower growth toward the end of the quarter. Many bank managers have become very aggressive pricing short-term deposits as they anticipate increases in the rate environment.



AVERAGE BALANCE SHEET



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



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|                                                                                 |  |                                  |         |                      |                                  |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|-------------------------------------------------------------------------------- |  | -------------------------------- | ------- | -------------------- | -------------------------------- | ------ | ----------- |  | ---- | -------------- |  | -------------------- | ------- |  | ----------- | ------ | - |  | ---- | -
|                                                                                 |  | June 30, 2005 Three Months Ended |         |                      | June 30, 2004 Three Months Ended |       
|                                                                                 |  | AverageBalance                   |         | InterestandDividends |                                  |        | Yield/ Cost |  |      | AverageBalance |  | InterestandDividends |         |  | Yield/ Cost |       
|                                                                                 |  | (Dollars in thousands)           |        
|Interest-earning assets:                                                         |  |                                  |         |                      |                                  |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Loans receivable                                                                 |  | $                                | 644,156 |                      | $                                | 9,532  |             |  | 5.92 | %              |  | $                    | 482,229 |  | $           | 6,145  |   |  | 5.09 | %
|Investment securities                                                            |  |                                  | 4,646   |                      |                                  | 43     |             |  | 3.73 | %              |  |                      | 1,532   |  |             | 24     |   |  | 6.24 | %
|Mortgage-backed securities                                                       |  |                                  | 5,490   |                      |                                  | 66     |             |  | 4.81 | %              |  |                      | 7,592   |  |             | 93     |   |  | 4.92 | %
|FHLB stock                                                                       |  |                                  | 8,647   |                      |                                  | 85     |             |  | 3.93 | %              |  |                      | 5,642   |  |             | 25     |   |  | 1.79 | %
|Other                                                                            |  |                                  | 5,803   |                      |                                  | 42     |             |  | 2.91 | %              |  |                      | 5,690   |  |             | 14     |   |  | 0.94 | %
|                                                                                 |  |                                  |         |                      |                                  |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Total interest-earning assets                                                    |  |                                  | 668,742 |                      |                                  | 9,768  |             |  | 5.84 | %              |  |                      | 502,685 |  |             | 6,301  |   |  | 5.01 | %
|                                                                                 |  |                                  |         |                      |                                  |       
|Non-interest-earning assets                                                      |  |                                  | 48,597  |                      |                                  |        |             |  |      |                |  |                      | 38,502  |  |             |        |   |  |      |  
|                                                                                 |  |                                  |         |                      |                                  |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Total assets                                                                     |  | $                                | 717,339 |                      |                                  |        |             |  |      |                |  | $                    | 541,187 |  |             |        |   |  |      |  
|                                                                                 |  |                                  |         |                      |                                  |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Interest-bearing liabilities:                                                    |  |                                  |         |                      |                                  |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Deposits                                                                         |  | $                                | 443,442 |                      | $                                | 2,582  |             |  | 2.33 | %              |  | $                    | 354,794 |  | $           | 1,356  |   |  | 1.53 | %
|FHLB advances                                                                    |  |                                  | 166,523 |                      |                                  | 1,447  |             |  | 3.48 | %              |  |                      | 106,830 |  |             | 593    |   |  | 2.22 | %
|Other borrowed money                                                             |  |                                  | 3,659   |                      |                                  | 46     |             |  | 5.00 | %              |  |                      | 3,998   |  |             | 30     |   |  | 3.03 | %
|Subordinated debentures                                                          |  |                                  | 19,589  |                      |                                  | 265    |             |  | 5.40 | %              |  |                      | 9,279   |  |             | 94     |   |  | 4.05 | %
|                                                                                 |  |                                  |         |                      |                                  |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Total interest-bearing liabilities                                               |  |                                  | 633,213 |                      |                                  | 4,340  |             |  | 2.74 | %              |  |                      | 474,901 |  |             | 2,073  |   |  | 1.75 | %
|                                                                                 |  |                                  |         |                      |                                  |       
|Non-interest bearing liabilities                                                 |  |                                  | 37,758  |                      |                                  |        |             |  |      |                |  |                      | 38,242  |  |             |        |   |  |      |  
|                                                                                 |  |                                  |         |                      |                                  |       
|Stockholders equity                                                             |  |                                  | 46,368  |                      |                                  |        |             |  |      |                |  |                      | 28,044  |  |             |        |   |  |      |  
|                                                                                 |  |                                  |         |                      |                                  |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Total liabilities and stockholders equity                                       |  | $                                | 717,339 |                      |                                  |        |             |  |      |                |  | $                    | 541,187 |  |             |        |   |  |      |  
|                                                                                 |  |                                  |         |                      |                                  |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Net interest income                                                              |  |                                  |         |                      | $                                | 5,428  |             |  |      |                |  |                      |         |  | $           | 4,228  |   |  |      |  
|                                                                                 |  |                                  |         |                      |                                  |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Interest rate spread                                                             |  |                                  |         |                      |                                  |        |             |  | 3.10 | %              |  |                      |         |  |             |        |   |  | 3.26 | %
|                                                                                 |  |                                  |         |                      |                                  |       
|Net interest margin                                                              |  |                                  |         |                      |                                  |        |             |  | 3.25 | %              |  |                      |         |  |             |        |   |  | 3.36 | %
|                                                                                 |  |                                  |         |                      |                                  |       
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                                  |         |                      |                                  | 105.61 | %           |  |      |                |  |                      |         |  |             | 105.85 | % |  |      |  
|                                                                                 |  |                                  |         |                      |                                  |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  



|                                                                                 |  |                                 |         |                      |                                 |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|-------------------------------------------------------------------------------- |  | ------------------------------- | ------- | -------------------- | ------------------------------- | ------ | ----------- |  | ---- | -------------- |  | -------------------- | ------- |  | ----------- | ------ | - |  | ---- | -
|                                                                                 |  | June 30, 2005 Nine Months Ended |         |                      | June 30, 2004 Nine Months Ended |       
|                                                                                 |  | AverageBalance                  |         | InterestandDividends |                                 |        | Yield/ Cost |  |      | AverageBalance |  | InterestandDividends |         |  | Yield/ Cost |       
|                                                                                 |  | (Dollars in thousands)          |        
|Interest-earning assets:                                                         |  |                                 |         |                      |                                 |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Loans receivable                                                                 |  | $                               | 610,756 |                      | $                               | 26,075 |             |  | 5.69 | %              |  | $                    | 408,176 |  | $           | 16,054 |   |  | 5.24 | %
|Investment securities                                                            |  |                                 | 7,465   |                      |                                 | 143    |             |  | 2.55 | %              |  |                      | 1,895   |  |             | 92     |   |  | 6.47 | %
|Mortgage-backed securities                                                       |  |                                 | 5,913   |                      |                                 | 214    |             |  | 4.82 | %              |  |                      | 8,071   |  |             | 306    |   |  | 5.06 | %
|FHLB stock                                                                       |  |                                 | 8,019   |                      |                                 | 207    |             |  | 3.44 | %              |  |                      | 4,518   |  |             | 67     |   |  | 1.98 | %
|Other                                                                            |  |                                 | 4,957   |                      |                                 | 91     |             |  | 2.46 | %              |  |                      | 5,675   |  |             | 41     |   |  | 0.98 | %
|                                                                                 |  |                                 |         |                      |                                 |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Total interest-earning assets                                                    |  |                                 | 637,110 |                      |                                 | 26,730 |             |  | 5.59 | %              |  |                      | 428,335 |  |             | 16,560 |   |  | 5.16 | %
|                                                                                 |  |                                 |         |                      |                                 |       
|Non-interest-earning assets                                                      |  |                                 | 45,500  |                      |                                 |        |             |  |      |                |  |                      | 36,290  |  |             |        |   |  |      |  
|                                                                                 |  |                                 |         |                      |                                 |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Total assets                                                                     |  | $                               | 682,610 |                      |                                 |        |             |  |      |                |  | $                    | 464,625 |  |             |        |   |  |      |  
|                                                                                 |  |                                 |         |                      |                                 |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Interest-bearing liabilities:                                                    |  |                                 |         |                      |                                 |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Deposits                                                                         |  | $                               | 427,952 |                      | $                               | 6,398  |             |  | 1.99 | %              |  | $                    | 315,715 |  | $           | 3,668  |   |  | 1.55 | %
|FHLB advances                                                                    |  |                                 | 156,679 |                      |                                 | 3,690  |             |  | 3.14 | %              |  |                      | 83,026  |  |             | 1,537  |   |  | 2.47 | %
|Other borrowed money                                                             |  |                                 | 3,744   |                      |                                 | 126    |             |  | 4.50 | %              |  |                      | 1,854   |  |             | 42     |   |  | 3.02 | %
|Subordinated debentures                                                          |  |                                 | 16,757  |                      |                                 | 632    |             |  | 5.03 | %              |  |                      | 3,148   |  |             | 95     |   |  | 4.02 | %
|                                                                                 |  |                                 |         |                      |                                 |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Total interest-bearing liabilities                                               |  |                                 | 605,132 |                      |                                 | 10,846 |             |  | 2.39 | %              |  |                      | 403,743 |  |             | 5,342  |   |  | 1.76 | %
|                                                                                 |  |                                 |         |                      |                                 |       
|Non-interest bearing liabilities                                                 |  |                                 | 32,937  |                      |                                 |        |             |  |      |                |  |                      | 32,540  |  |             |        |   |  |      |  
|Stockholders equity                                                             |  |                                 | 44,541  |                      |                                 |        |             |  |      |                |  |                      | 28,342  |  |             |        |   |  |      |  
|                                                                                 |  |                                 |         |                      |                                 |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Total liabilities and stockholders equity                                       |  | $                               | 682,610 |                      |                                 |        |             |  |      |                |  | $                    | 464,625 |  |             |        |   |  |      |  
|                                                                                 |  |                                 |         |                      |                                 |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Net interest income                                                              |  |                                 |         |                      | $                               | 15,884 |             |  |      |                |  |                      |         |  | $           | 11,218 |   |  |      |  
|                                                                                 |  |                                 |         |                      |                                 |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  
|Interest rate spread                                                             |  |                                 |         |                      |                                 |        |             |  | 3.20 | %              |  |                      |         |  |             |        |   |  | 3.40 | %
|                                                                                 |  |                                 |         |                      |                                 |       
|Net interest margin                                                              |  |                                 |         |                      |                                 |        |             |  | 3.32 | %              |  |                      |         |  |             |        |   |  | 3.49 | %
|                                                                                 |  |                                 |         |                      |                                 |       
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                                 |         |                      |                                 | 105.28 | %           |  |      |                |  |                      |         |  |             | 106.09 | % |  |      |  
|                                                                                 |  |                                 |         |                      |                                 |        |             |  |      |                |  |                      |         |  |             |        |   |  |      |  



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Additional Discussion on Financial Condition



Cash and cash equivalents increased $3.9 million, from $20.3 million at September 30, 2004 to $24.2 million at June 30, 2005. Cash
balance generally runs high due to the high volume of loan sales. Twice during each business day, the Company determines its need for cash, its ability to borrow cash and its available funds to repay short term borrowings.



The balance of Federal Home Loan Bank advances increased $19.5 million to $174.1
million at June 30, 2005, from $154.6 million at September 30, 2004. The increase in advances was due primarily to fund the growth in the loan portfolio, which exceeded deposit growth. The Company is limited to 35% of its total assets in borrowing
capacity from the FHLB of Des Moines subject to sufficient collateral. At June 30, 2005, the Company had $109.0 million of borrowings that mature in one week or less. The weighted average rate on advances was 3.56% at June 30, 2005.



Bank-owned life insurance (BOLI) increased $3.9 million to $15.5 million
at June 30, 2005 from $11.6 million at September 30, 2004. The increase was attributed to the purchase of an additional policy of $3.5 million, combined with an increase in the policies cash surrender value during the nine months ended June
30, 2005. The increase in cash surrender value is treated as other income and is tax-exempt. In the event the cash-surrender values of the policies were liquidated, the gains would retroactively be taxed. The BOLI policies were purchased to offset
escalating costs of employee benefits.



Debt Securities  Available for
Saledeclined $8.9 million to $589,000 at June 30, 2005. The Company had an $8.0 million investment mature in February 2005. The Company purchased the investment in order to use the security to pledge against a newly formed deposit relationship.
After receiving the deposits, the Company replaced the investments as collateral pledge with secondary insurance at a cost of approximately 20 basis points on the deposits.



Debt Securities  Held to Maturity increased $6.0 million to $6.0 million at June 30, 2005. The Company purchased the securities
as collateral for pledging on both customer deposit accounts and a corporate margin account.



Balances due to other banks increased $3.4 million to $17.9 million at June 30, 2005 from $14.5 million at September 30, 2004. Due to other banks is the balance of checks drawn on a correspondent banks
checking account. On a daily basis, the Company settles with the correspondent bank. The balances primarily represent the checks issued to fund loans on the final business day of the month.



Total stockholders equity increased $5.7 million to $46.7 million at June 30,
2005 from $41.0 million at September 30, 2004. The increase was primarily attributable to net income for the nine months ended June 30, 2005 of $5.8 million, less dividends of $1.7 million and $200,000 in stock repurchases, plus $950,000 for stock
options exercised and $670,000 for ESOP shares and releases.



NON-PERFORMING ASSETS AND DELINQUENCIES



Total non-performing assets increased $2.9 million from March 31, 2005 to $6.8 million at June 30, 2005. The primary increase in non-performing assets was the downgrade
of a $1.7 million commercial land loan. The land was recently appraised at $2.7 million, which the Company believes is well collateralized. At September 30, 2004, nonperforming assets totaled $5.3 million. At June 30, 2005, nonperforming loans as a
percent of total loans was 0.92% compared to 0.76% at September 30, 2004. The allowance for loan losses was 98.9% of non-performing loans at June 30, 2005 compared to 130.6% at September 30, 2004.



PROVISION FOR LOAN LOSSES



The provision for loan losses was $529,000 and $996,000 for
the three and nine-month periods ended June 30, 2005 compared to $650,000 and $1,230,000 for the three and nine-month period ended June 30, 2004. The decrease in loss provision for the third quarter was due to decreased growth in the loan portfolio
compared to the same quarter in 2004, offset by the increase in nonperforming loans and increased charge-offs. The Company had net charge-offs of $52,000 and $203,000 for the three and nine-month periods ended June 30, 2005 compared to $38,000 and
$134,000 for the three and nine month periods ended June 30, 2004.



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



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



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



|                                                  |  |                            |       |   |      |   |        |  
|------------------------------------------------- |  | -------------------------- | ----- | - | ---- | - | ------ | -
|                                                  |  | Nine Months Ended June 30, |      
|                                                  |  | 2005                       |       |   | 2004 |  
|                                                  |  | (In thousands)             |      
|Allowance for loan losses, beginning of period    |  | $                          | 5,579 |   |      | $ | 3,866  |  
|Provision for loan losses                         |  |                            | 996   |   |      |   | 1,230  |  
|Loans charged-off                                 |  |                            | (207  | ) |      |   | (145   | )
|                                                  |  |                           
|Allowance for loan losses allocated to loans sold |  |                            | (74   | ) |      |   |       |  
|Recoveries of loans previously charged-off        |  |                            | 4     |   |      |   | 11     |  
|                                                  |  |                            |       |   |      |   |        |  
|Allowance for loan losses, end of period          |  | $                          | 6,298 |   |      | $ | 4,962  |  
|                                                  |  |                            |       |   |      |   |        |  
|Ratio of allowance to total loans outstanding     |  |                            | 0.91  | % |      |   | 0.97   | %
|Ratio of allowance to nonperforming loans         |  |                            | 98.90 | % |      |   | 137.60 | %



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.



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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.



DISCUSSION OF OTHER INCOME
AND EXPENSE FROM OPERATIONS FOR THREE AND NINE MONTHS ENDED JUNE 30, 2005



Title insurance policy revenue was $177,000 in fees for the
quarter ended June 30, 2005 and $535,000 for the nine months ended June 30, 2005.Net pre-tax earnings from the division totaled $76,000 and $184,000 for the three and nine months ended June 30, 2005. The title company, whose activities
includes researching and issuing title policies on mortgage and commercial loans operates as a division of Pulaski Bank



Investment brokerage division revenue was $110,000 for the quarter ended June 30, 2005 and $508,000 for the nine months ended June 30, 2005.The division
posted a pre-tax loss of $107,000 and $136,000 for the three and nine months ended June 30, 2005. The investment division activities consist primarily of the brokerage of bonds to other community banks, municipals and high net worth individuals. The
business segment does not typically carry a portfolio in inventory.



Gain on
sale of investment securities was $0 for the three and nine month periods ending June 30, 2005, respectively compared to $0 and $736,000 for the three and nine month periods ending June 30, 2004, respectively. The prior year gain was the result
of the sale of certain equity securities held by the Company. The Companys investment policy allows it to purchase up to 5% ownership in other publicly traded thrift holding companies. The Company typically purchases well-capitalized thrift
stocks that are close to St. Louis and trading at a low valuation. The investments were sold at a time when the Company was building its emerging commercial portfolio and while the mortgage banking industry was declining.



Other income increased $62,000 to $259,000 for the three-month period ending June 30,
2005 compared to $197,000 for the three-month period ending June 30, 2004. For the nine-month period ending June 30, 2005 other income was $751,000 compared to $583,000 for nine months ended June 30, 2004. Other income consists primarily of changes
in the cash surrender value of the bank owned life insurance, fee income from a correspondent bank and lease income from tenants.



Salaries and employee benefits expense increased $602,000 to $2.3 million for the three-month period ended June 30, 2005 from $1.7 million for the three-month
period ended June 30, 2004. For the nine-month period ending June 30, 2005, salaries and employee benefits expense increased $2.2 million to $6.8 million from $4.6 million for the nine months ended June 30, 2004. Compensation expense increased due
to the addition of 55 new employees since June 30, 2004. The growth of staff has come through the addition of employees to the investment, title and commercial divisions as well as audit and accounting staff related to Sarbanes-Oxley compliance.



Professional services expense increased $34,000 to $241,000 for the
three-month period ended June 30, 2005 from $207,000 for the three-month period ended June 30, 2004 due to legal costs incurred for matters settled during the quarter. For the nine-month period ending June 30, 2005, professional services increased
$144,000 to $689,000 from $545,000 for the nine months ended June 30, 2004. Professional services also increased due to audit expenses associated with Sarbanes-Oxley compliance.



Other expense increased $240,000 to $791,000 for the three-month period ended June 30, 2005 from $551,000 for the three-month period
ended June 30, 2004 due to disposal of fixed assets of $94,000 and a reserve for loss on other assets of $50,000. For the nine-month period ending June 30, 2005, other expense increased $628,000 to $2.1 million from $1.5 million for the nine months
ended June 30, 2004 due to expansion in the title company, investment brokerage, residential lending and retail banking operations.



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INCOME TAXES



The provision for income taxes was $1.1 million for the three-month period ended June 30, 2005 compared to $883,000 for the three-month
period ended June 30, 2004. For the nine-month periods, provision for income tax was $3.5 million and $2.5 million for the periods ending June 30, 2005 and June 30, 2004, respectively. The effective tax rates for the three-month periods ended June
30, 2005 and 2004 were 36.7% and 37.8%, respectively and were 37.3% and 37.2% for the nine-month periods ended June 30, 2005 and 2004.



LIQUIDITY AND CAPITAL RESOURCES



At June 30, 2005, the Bank had outstanding commitments to originate loans of $150.8 million and commitments to sell loans on a best efforts
basis of $186.4 million. At the same date, certificates of deposit that were scheduled to mature in one year or less totaled $239.1 million. If these maturing deposits do not remain with the Bank, it will be required to seek other sources of funds,
including other certificates of deposit and lines of credit. Depending on market conditions, the Bank may be required to pay higher rates on such deposits or borrowings than it currently pays on the certificates of deposit due on or before June 30,
2006. Based on past experience, management believes the majority of maturing certificates of deposit will remain with the Bank.



If the Bank requires funds beyond its ability to generate them internally, the Bank has the ability to borrow funds for the FHLB under a blanket agreement which assigns
all investments in FHLB stock, qualifying first residential mortgage loans, residential loans held for sale and home equity loans with a 90% or LTV as 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 assets. At June 30, 2005, the Bank had approximately $268.7 million in available borrowing authority under
the above-mentioned arrangement, $174.1 million of which had been borrowed in advances from the FHLB. The Company also maintains a $12 million line of credit with a correspondent bank of which $4 million has been used to date.



SOURCES AND USES OF
CASH



The Company is a large originator of residential
mortgage loans with more than 97% 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 $704.9 million
in cash during the nine months ended June 30, 2005 and provided proceeds of cash of $673.8 million from loan sales. Also, the Company realized $3.3 million of gains on sales of loans year to date.



The primary use of cash from investing activities is also from loans that are
originated for the portfolio. During the nine months ended June 30, 2005, the Company had an increase of $102.7 million in net loan originations, which decreased from $178.1 million for the nine months ended June 30, 2004. Proceeds from sale of the
second mortgage residential loans were $9.4 million at June 30, 2005 compared to $2.5 million for nine months ended June 30, 2004. See the Managements Discussion on Core Business Strategy above for a discussion on the growth of the
retained loan portfolio.



With the growth in the loan portfolio, the
Companys primary source of funds from financing activities came from deposits, which increased $93.0 million compared to $77.8 million increase for the nine months ended June 30, 2004. Federal Home Loan Bank advances, increased $19.5
million during the nine months ended June 30, 2005 compared to a $70 million increase for the nine months ended June 30, 2004.



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The following table presents the maturity structure of time deposits and other maturing liabilities at June 30, 2005:



|                                      |  |                              |             |                 |   |              |  |                    |           |                         |   |            |  |   |            |  |   |            
|------------------------------------- |  | ---------------------------- | ----------- | --------------- | - | ------------ |  | ------------------ | --------- | ----------------------- | - | ---------- |  | - | ---------- |  | - | -----------
|                                      |  | June 30, 2005 (In thousands) |             |                 |   |              |  |                   
|                                      |  |                              |             |                 |   |             
|                                      |  | Certificates of Deposit      |             | FHLB Borrowings |   | Note Payable |  | Due to Other Banks |           | Subordinated Debentures |   | Total     
|                                      |  |                              |             |                 |  
|Three months or less                  |  | $                            | 102,354,435 |                 | $ | 109,000,000  |  | $                  |          |                         | $ | 17,903,872 |  | $ |           |  | $ | 229,258,307
|Over three months through six months  |  |                              | 56,586,287  |                 |   |             |  |                    |          |                         |   |           |  |   |           |  |   | 56,586,287 
|Over six months through twelve months |  |                              | 80,181,432  |                 |   | 10,000,000   |  |                    |          |                         |   |           |  |   |           |  |   | 90,181,432 
|Over twelve months                    |  |                              | 76,542,796  |                 |   | 55,100,000   |  |                    | 3,575,000 |                         |   |           |  |   | 19,589,000 |  |   | 154,806,796
|                                      |  |                              |             |                 |   |              |  |                    |           |                         |   |            |  |   |            |  |   |            
|Total                                 |  | $                            | 315,664,950 |                 | $ | 174,100,000  |  | $                  | 3,575,000 |                         | $ | 17,903,872 |  | $ | 19,589,000 |  | $ | 530,832,822
|                                      |  |                              |             |                 |   |              |  |                    |           |                         |   |            |  |   |            |  |   |            



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##### Table of Contents

CONTRACTUAL OBLIGATIONS



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 June 30, 2005 are as follows:



|                                  |  |                  |        
|--------------------------------- |  | ---------------- | -------
|                                  |  | June 30, 2005   
|                                  |  | Operating Leases
|Less than one year                |  | $                | 310,228
|Over 1 year but less than 5 years |  |                  | 526,269
|Over 5 years                      |  |                  |       
|                                  |  |                  |        
|Total                             |  | $                | 836,497
|                                  |  |                  |        



CAPITAL
REQUIREMENTS



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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The following table illustrates the Banks regulatory capital levels compared to its regulatory capital requirements
at June 30, 2005 and September 30, 2004.



|                                                    |  |        |        |       |                              |   |        |                                                                                   |        |  |      |        |  |       |        |  |       |  
|--------------------------------------------------- |  | ------ | ------ | ----- | ---------------------------- | - | ------ | --------------------------------------------------------------------------------- | ------ |  | ---- | ------ |  | ----- | ------ |  | ----- | -
|                                                    |  | Actual |        |       | For Capital AdequacyPurposes |   |        | To be Categorized as Well Capitalized Under Prompt Corrective Action Provisions |       
|(Dollars in Thousands)                              |  | Amount |        | Ratio |                              |   | Amount |                                                                                   | Ratio  |  |      | Amount |  | Ratio |       
|As of June 30, 2005:                                |  |        |        |       |                              |   |        |                                                                                   |        |  |      |        |  |       |        |  |       |  
|Tangible capital (to total assets)                  |  | $      | 65,177 |       | 8.49                         | % |        | $                                                                                 | 11,509 |  | 1.50 | %      |  |       | N/A    |  | N/A   |  
|Total risk-based capital (to risk-weighted assets)  |  |        | 71,321 |       | 11.42                        | % |        |                                                                                   | 49,976 |  | 8.00 | %      |  | $     | 62,470 |  | 10.00 | %
|Tier I risk-based capital (to risk-weighted assets) |  |        | 65,177 |       | 10.43                        | % |        |                                                                                   | 31,235 |  | 5.00 | %      |  |       | 37,482 |  | 6.00  | %
|Tier I total capital (to total assets)              |  |        | 65,177 |       | 8.49                         | % |        |                                                                                   | 30,692 |  | 4.00 | %      |  |       | 38,364 |  | 5.00  | %
|                                                    |  |        |        |       |                              |  
|As of September 30, 2004:                           |  |        |        |       |                              |   |        |                                                                                   |        |  |      |        |  |       |        |  |       |  
|Tangible capital (to total assets)                  |  | $      | 51,739 |       | 8.16                         | % |        | $                                                                                 | 9,524  |  | 1.50 | %      |  |       | N/A    |  | N/A   |  
|Total risk-based capital (to risk-weighted assets)  |  |        | 57,161 |       | 11.48                        | % |        |                                                                                   | 39,850 |  | 8.00 | %      |  | $     | 49,813 |  | 10.00 | %
|Tier I risk-based capital (to risk-weighted assets) |  |        | 51,739 |       | 10.39                        | % |        |                                                                                   | 24,906 |  | 5.00 | %      |  |       | 29,888 |  | 6.00  | %
|Tier I total capital (to total assets)              |  |        | 51,739 |       | 8.15                         | % |        |                                                                                   | 25,397 |  | 4.00 | %      |  |       | 31,746 |  | 5.00  | %



EFFECTS
OF INFLATION



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



EFFECTS OF NEW ACCOUNTING STANDARDS



In December 2003, the Accounting Standards Executive Committee, or AcSEC, issued SOP 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer,
effective for loans acquired in fiscal years beginning after December 15, 2004. The scope of SOP 03-3 applies to problem loans that have been acquired, either individually in a portfolio, or in an acquisition. These loans must have evidence of
credit deterioration and the purchaser must not expect to collect contractual cash flows. SOP 03-3 updates Practice Bulletin No. 6, Amortization of Discounts on Certain Acquired Loans, for more recently issued literature, including FASB Statements
No. 114, Accounting by Creditors for Impairment of a Loan; No. 115, Accounting for Certain Investments in Debt and Equity Securities; and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.
Additionally, it addresses FASB Statement No. 91, Accounting for Nonrefundable Fees and Costs Associated with



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Originating or Acquiring Loans and Initial Direct Costs of Leases, which requires that discounts be recognized as an
adjustment of yield over a loans life. SOP 03-3 states that an institution may no longer display discounts on purchased loans within the scope of SOP 03-3 on the balance sheet and may not carry over the allowance for loan losses. For those
loans within the scope of SOP 03-3, this statement clarifies that a buyer cannot carry over the sellers allowance for loan losses for the acquisition of loans with credit deterioration. Loans acquired with evidence of deterioration in credit
quality since origination will need to be accounted for under a new method using an income recognition model. This prohibition also applies to purchases of problem loans not included in a purchase business combination, which would include syndicated
loans purchased in the secondary market and loans acquired in portfolio sales. The adoption of SOP 03-3 on April 1, 2005 did not have a material effect on our financial condition or results of operations.



In March 2004, the Emerging Issues Task Force EITF reached a consensus on
criteria to evaluate whether to record a loss and disclose additional information about unrealized losses relating to debt and equity securities under EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to
Certain Investments. The consensus applies to investments in debt and marketable equity securities that are accounted under Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and
Equity Securities. After many organizations, including banks, which could be impacted by this guidance, asked for clarification on the meaning of other-thantemporary impairment and its application to certain investments, the FASB postponed
the implementation period. In July 2005, the FASB decided not to provide additional guidance on the meaning of other-than-temporary impairment but instead issued FASB staff position (FSP) EITF-03-1-a, Implementation Guidance for the
Application of Paragraph 16 of EITF issue #03-I, as final. The final position supersedes several previously issued EITF topics and replaces guidance set forth in several others. The final position titled FAS 115-1,The Meaning of
Other-Than-Temporary Impairment and its Application to Certain Investments, will codify guidance set forth in EITF topic D-44, Recognition of Other Than Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair
Value, and clarifies that an investor should recognize an impairment loss no later than when the impairment is deemed other than temporary, even if a decision to sell has not been made. The Company has evaluated the impact of the final rule and
expects the implementation of FAS 115-1 will not have a material effect on the Companys consolidated financial position or results of operations.



In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No 123 (Revised 2004), Share-Based Payment. This Statement
addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services. The Statement eliminates the ability to account for share-based compensation transactions using APB Opinion No. 25, Accounting for
Stock Issued to Employees, and generally requires instead that such transactions be accounted for using a fair-value-based method. For public entities, the cost of employee services received in exchange for an award of equity instruments, such as
stock options, will be measured based on the grant-date fair value of those instruments, and that cost will be recognized over the period during which as employee is required to provide service in exchange for the award (usually the vesting period).
This Statement is effective for the Company beginning on October 1, 2005.



On
March 1, 2005, the Board of Governors of the Federal Reserve System, or Board, adopted a final rule, Risk-Based Capital Standards: Trust Preferred Securities and the Definition of Capital that allows for the continued limited inclusion
of trust preferred securities in Tier 1 capital. The Boards final rule limits restricted core capital elements to 25% of the sum of all core capital elements, including restricted core capital elements, net of goodwill less any associated
deferred tax liability. Amounts of restricted core capital elements in excess of these limits may generally be included in Tier 2 capital. Amounts of qualifying trust preferred securities and cumulative perpetual preferred stock in excess of the 25%
limit may be included in Tier 2 capital, but limited, together with subordinated debt and limited-life preferred stock, to 50% of Tier 1 capital. In addition, the final rule provides that in the last five years before the maturity of the underlying
subordinated note, the outstanding amount of the associated trust preferred securities is excluded from Tier 1 capital and included in Tier 2 capital, subject to one-fifth amortization per year. The final rule provides for a five-year transition
period, ending March 31, 2009, for the application of the quantitative limits. Until March 31, 2009, the aggregate amount of qualifying cumulative perpetual preferred stock and qualifying trust preferred securities that may be included in Tier 1
capital is limited to 25% of the sum of the following core



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capital elements: qualifying common stockholders equity, qualifying non-cumulative and cumulative perpetual
preferred stock, qualifying minority interest in the equity accounts of consolidated subsidiaries and qualifying trust preferred securities. We have evaluated the impact of the final rule on the Companys financial condition and results of
operations, and determined the implementation of the Boards final rule, as adopted, will not reduce the Companys regulatory capital ratios.



In May 2005, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 154 Accounting Changes and Error Corrections as a
replacement of APB Opinion No. 20 and FASB Statement No. 3. This Statement applies to all voluntary changes in accounting principle and changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. This Statement carries forward without change the guidance contained in APB Opinion No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. This
Statement also carries forward the guidance in APB Opinion No. 20 requiring justification of a change in accounting principle on the basis of preferability. This Statement shall be effective for accounting changes and corrections of errors made in
fiscal years beginning after December 15, 2005. The Company is not currently aware of any accounting changes or errors to which the provisions of this Statement will apply.



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 or nine months ended June 30, 2005 from that disclosed in the Companys Annual Report on Form 10-K for the year ended September 30, 2004.



We utilize derivative financial instruments to assist in our management of interest rate sensitivity of certain mortgage assets. Derivative
financial instruments issued by us consist of interest rate lock commitments to originate residential loans. Commitments to originate loans consist primarily of residential real estate loans. At June 30, 2005, the Company had issued $150.8 million
of unexpired interest rate lock commitments to mortgage loan customers compared to $109.3 million of unexpired commitments at September 30, 2004.



The Company typically hedges these interest rate lock commitments through one of two means  either by obtaining a corresponding best-efforts lock commitment with an
investor to sell the loan at an agreed upon price, or by forward selling mortgage-backed securities. The forward sale of mortgage-backed securities is a means of matching a corresponding derivative asset with similar characteristics as the Bank
issued commitment but changes directly opposite in fair value from market movements. Loans hedged through forward sales of mortgage backed securities are sold individually or in pools on a mandatory delivery basis to investors, whereas the best
efforts sales are locked on a loan-by-loan basis shortly after issuing the rate lock commitments to our customers. The Company had outstanding forward sales commitments of mortgage-backed securities of $19.5 million in notional value at June 30,
2005 and $15.0 million at September 30, 2004. At June 30, 2005, this hedge was matched against $23.6 million of interest rate lock commitments that were to be sold through the mandatory delivery of loan pool sales compared to $16.9 million at
September 30, 2004.



The Bank has entered into interest rate swap agreements
with the objective of converting the fixed interest rate on brokered CDs to a variable interest rate. The swap agreements provide for the Bank to pay a variable rate of interest based on a spread to the one-month London Interbank Offer Rate
(LIBOR) and to receive a fixed rate of interest equal to that of the brokered CD (hedged instrument.) Under the swap agreements, the Bank is to pay or receive interest monthly, quarterly or semiannually. Amounts to be paid or received under these
swap agreements are accounted for on an accrual basis and recognized as interest income or expense of the related liability. The net cash flows related to fair value hedges decreased interest expense on certificates of deposit by $121,000 and
$307,000 for the three and nine months ended June 30, 2005 and $0 for the three and nine months ended June 30, 2004, respectively.



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Fair value hedges are accounted for at fair value. The swaps qualify for the shortcut method under SFAS 133. Based on
this shortcut method, no ineffectiveness is assumed. As a result, changes in the fair value of the swaps directly offset changes in the fair value of the underlying hedged item (i.e., brokered CDs). All changes in fair value are measured on a
quarterly basis. The maturity date, notional amounts, interest rates paid and received and fair value of our interest rate swap agreements as of June 30, 2005 were as follows:



|              |  |                |            |                   |       |   |                       |       |   |            |   |          |  
|------------- |  | -------------- | ---------- | ----------------- | ----- | - | --------------------- | ----- | - | ---------- | - | -------- | -
|Maturity Date |  | NotionalAmount |            | Interest RatePaid |       |   | Interest RateReceived |       |   | Fair Value |  
|10/20/2008    |  | $              | 10,000,000 |                   | 3.050 | % |                       | 4.300 | % |            | $ | (17,905  | )
|11/19/2009    |  |                | 10,000,000 |                   | 3.070 | % |                       | 3.000 | % |            |   | (172,508 | )
|11/23/2009    |  |                | 10,000,000 |                   | 3.050 | % |                       | 3.000 | % |            |   | (176,328 | )
|11/26/2010    |  |                | 10,000,000 |                   | 3.050 | % |                       | 4.125 | % |            |   | (86,633  | )
|11/26/2010    |  |                | 5,000,000  |                   | 3.060 | % |                       | 4.125 | % |            |   | (85,113  | )
|11/26/2010    |  |                | 5,000,000  |                   | 3.070 | % |                       | 4.125 | % |            |   | (152,611 | )
|1/24/2010     |  |                | 10,000,000 |                   | 3.030 | % |                       | 3.000 | % |            |   | (20,594  | )
|1/28/2011     |  |                | 10,000,000 |                   | 3.060 | % |                       | 4.300 | % |            |   | (130,362 | )
|              |  |                |            |                   |       |   |                       |       |   |            |   |          |  
|Total         |  | $              | 70,000,000 |                   |       |   |                       |       |   |            | $ | (842,054 | )
|              |  |                |            |                   |       |   |                       |       |   |            |   |          |  



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.



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##### Table of Contents

PART II - OTHER INFORMATION



Item 1. Legal Proceedings:



Periodically, there have been various claims and lawsuits involving the Bank, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of
real property loans and other issues incident to the Banks business. Neither the Bank nor the Company is a party to any pending legal proceedings that it believes would have a material adverse effect on the financial condition or operations of
the Company.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds:



The following table provides information regarding the Companys purchases of its equity securities during the three months ended June 30, 2005.



ISSUER PURCHASES OF EQUITY SECURITIES



|                          |  |                                             |  |                                       |  |                                                                                            |  |                                                                                                                              
|------------------------- |  | ------------------------------------------- |  | ------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------
|Period                    |  | (a) TotalNumberof Shares(or Units)Purchased |  | (b)AveragePricePaid perShare(or Unit) |  | (c) Total Number ofShares (or Units)Purchased as Partof PubliclyAnnounced Plansor
Programs |  | (d)Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under thePlans or Programs (1)
|Month #1 April 1-30, 2005 |  |                                            |  |                                      |  |                                                                                           |  | 26,138                                                                                                                       
|Month #2 May 1-31, 2005   |  |                                            |  |                                      |  |                                                                                           |  | 26,138                                                                                                                       
|Month #3 June 1-30, 2005  |  |                                            |  |                                      |  |                                                                                           |  | 26,138                                                                                                                       
|Total                     |  |                                            |  |                                      |  |                                                                                           |  |                                                                                                                              

---

|(1) | In February 2003, Pulaski Financial Corp. announced a repurchase program under which it would repurchase up to 140,000 shares of its common stock. On July 21, 2003, the Company
issued a two-for-one stock split of its common stock increasing the shares authorized under this program to 280,000. On July 18, 2005, Pulaski Financial issued a three-for-two stock split, increasing the shares authorized under this program to
420,000. The repurchase program will continue until it is completed.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Item 3. Defaults Upon Senior Securities: none



Item 4. Submission of Matters to a Vote of Security Holders: none



Item 5. Other information: Not applicable



Item 6. 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 into this document from the Form 10-Q, as filed with the Securities and Exchange Commission on February 17, 2003.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------

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



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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: August 8, 2005 |  | /S/ William A. Donius                          
|                     |  | William A. Donius                              
|                     |  | Chairman, President and Chief Executive Officer
|                     | 
|Date: August 8, 2005 |  | /S/ Ramsey K. Hamadi                           
|                     |  | Ramsey K. Hamadi                               
|                     |  | Chief Financial Officer