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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-K



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



For the fiscal year ended September 30, 2005



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



For the transition period from
 to



Commission File No.: 0-24571



PULASKI FINANCIAL CORP.

(Exact name
of registrant as specified in its charter)



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Missouri                                                       |  | 43-1816913                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



12300 Olive
Boulevard, St. Louis, Missouri 63141

(Address of principal executive offices)



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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par
value $0.01 per share

(Title of class)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈.



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



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ̈No  x.



The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the registrants most recently completed second fiscal quarter was $112.2 million.



There were issued and outstanding 8,448,164 shares of
the registrants common stock as of December 12, 2005.



Documents Incorporated by Reference

Portions of 2005 Annual Report to Stockholders (Part II).

Portions of the Definitive Proxy Statement for the 2006 Annual Meeting of Stockholders (Part III).



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INDEX



|           |  |                                                                                                                  |  |         
|---------- |  | ---------------------------------------------------------------------------------------------------------------- |  | --------
|           |  |                                                                                                                  |  | Page No.
|PART I     |  |                                                                                                                  |  |         
|           |  |                                                                                                                 
|Item 1.    |  | Business                                                                                                         |  | 3       
|Item 2.    |  | Properties                                                                                                       |  | 38      
|Item 3.    |  | Legal Proceedings                                                                                                |  | 39      
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                              |  | 39      
|           |  |                                                                                                                 
|PART II    |  |                                                                                                                  |  |         
|           |  |                                                                                                                 
|Item 5.    |  | Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 39      
|Item 6.    |  | Selected Financial Data                                                                                          |  | 40      
|Item 7.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operation                             |  | 40      
|Item 7A.   |  | Quantitative and Qualitative Disclosures About Market Risk                                                       |  | 40      
|Item 8.    |  | Financial Statements and Supplementary Data                                                                      |  | 40      
|Item 9.    |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                             |  | 40      
|Item 9A.   |  | Controls and Procedures                                                                                          |  | 40      
|Item 9B.   |  | Other Information                                                                                                |  | 41      
|           |  |                                                                                                                 
|PART III   |  |                                                                                                                  |  |         
|           |  |                                                                                                                 
|Item 10.   |  | Directors and Executive Officers of the Registrant                                                               |  | 41      
|Item 11.   |  | Executive Compensation                                                                                           |  | 41      
|Item 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                   |  | 41      
|Item 13.   |  | Certain Relationships and Related Transactions                                                                   |  | 42      
|Item 14.   |  | Principal Accountant Fees and Services                                                                           |  | 42      
|           |  |                                                                                                                 
|PART IV    |  |                                                                                                                  |  |         
|           |  |                                                                                                                 
|Item 15.   |  | Exhibits and Financial Statement Schedules                                                                       |  | 43      
|           |  |                                                                                                                 
|SIGNATURES |  |                                                                                                                  |  | 45      



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This report contains certain forward-looking statements within the meaning of the federal
securities laws, which are made in good faith pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, rather statements based on Pulaski Financial
Corp.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.



Managements ability to predict results or the effect of future plans or strategies is inherently uncertain. Factors which could affect actual results include interest rate trends, the general economic climate in the market area in
which Pulaski Financial Corp. operates, as well as nationwide, Pulaski Financial Corp.s ability to control costs and expenses, competitive products and pricing, loan delinquency rates and changes in federal and state legislation and
regulation. These factors should be considered in evaluating the forward-looking statements and undue reliance should not be placed on such statements. Subject to applicable law and regulation, Pulaski Financial Corp. assumes no obligation to update
any forward-looking statements.



PART I



|Item 1. | Business
|------- | --------



General



Pulaski
Financial Corp. is the holding company for Pulaski Bank (the Bank). Our primary asset is our investment in the Bank, but we also maintain an investment securities portfolio for liquidity. We have both subordinated debt in the form of
trust preferred securities and other borrowings, the proceeds from which have been injected in the Bank as capital. Accordingly, the information set forth in this annual report on Form 10-K, including the consolidated financial statements and
related financial data, relates primarily to the Bank.



Pulaski
Bank provides an array of financial products and services for businesses and retail customers primarily through its eight full-service offices in the St. Louis and Kansas City metropolitan areas. Pulaski Bank is primarily engaged in attracting
deposits from individuals and businesses and using these deposits, together with borrowed funds, to originate one- to four-family residential mortgage loans, home equity lines of credit, commercial real estate and commercial and industrial loans
within its lending market.



Available Information



We maintain an Internet website at http://www.pulaskibankstl.com. We make
available our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended,
and other information related to us, free of charge, on this site as soon as reasonably practicable after we electronically file those documents with, or otherwise furnish them to, the Securities and Exchange Commission. Our Internet website and the
information contained therein or connected thereto are not intended to be incorporated into this annual report on Form 10-K.



Market Area



We currently conduct our business in the St. Louis metropolitan area and, to a lesser extent, in the Kansas City metropolitan area. In the St. Louis
metropolitan area, we conduct operations out of our main office and seven branch offices. In the Kansas City metropolitan area, we operate out of a mortgage lending office in Johnson County, Kansas, which we opened in fiscal 2003 and a retail branch
location in Kansas City,



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Missouri, which we acquired in fiscal 2003. On October 7, 2005, we signed a definitive agreement to sell our branch in Kansas City. Most of our
depositors live in the communities surrounding our branches.



Competition



We face intense competition attracting savings deposits
(our primary source of lendable funds) and originating loans. Our most direct competition for savings deposits has historically come from commercial banks, other thrift institutions, and credit unions located in our market area. We have faced
additional significant competition for investors funds from short-term money market securities and other corporate and government securities.



At June 30, 2005, which is the most recent date for which data is available from the Federal Deposit Insurance Corporation, we held approximately
1.03% of the deposits in the St. Louis, Missouri-Illinois Metropolitan Statistical Area, which was the 15thlargest
market share out of 138 financial institutions with offices in this metropolitan statistical area. Banks owned by large bank holding companies such as US Bancorp, Bank of America Corporation and Regions Financial Corp. operate in our market area.
These institutions are significantly larger than us and, therefore, have significantly greater resources that allow them to offer a wider variety of products and services.



Our competition for loans comes principally from other financial institutions, mortgage banking companies and mortgage
brokers. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Technological advances, for example, have lowered
barriers to market entry, allowed banks to expand their geographic reach by providing services over the Internet and made it possible for non-depository institutions to offer products and services that traditionally have been provided by banks. The
Gramm-Leach-Bliley Act, which permits affiliation among banks, securities firms and insurance companies also has changed the competitive environment as several non-traditional banking companies have begun collecting deposits in the metropolitan
areas of St. Louis and Kansas City.



Lending Activities



Residential Mortgage Lending. The majority of our mortgage production
is sold on a best efforts, flow basis, servicing-released, to more than fifteen different regional and national secondary market investors. This strategy enables us to have a much larger lending capacity, provide a much more comprehensive product
offering and reduce the interest rate, prepayment and credit risks associated with residential lending. This strategy also allows us to offer more competitive interest rates. Loans originated for sale are closed in our name and held in
warehouse until they are sold to the investors, typically within 30 days. The loans held in warehouse provide an attractive asset yield because we are able to fund a longer-term asset (typically a 30 year mortgage) with low-yielding,
short-term funds. Loan sale activity is our largest source of non-interest income.



We are a direct endorsement lender with the Federal Housing Administration (FHA). Consequently, our FHA-approved, direct endorsement underwriters are authorized to approve or reject FHA-insured loans up to
maximum amounts established by FHA. We are also an automatic lender with the Veterans Administration (VA), which enables our designated qualified personnel to approve or reject loans on behalf of VA.



We offer a variety of adjustable-rate mortgage (ARM) loans. These
ARM loans may be sold in the secondary market or originated for portfolio investment. The loan fees charged, interest rates and other provisions of our ARM loans are determined by us on the basis of our own pricing criteria, the composition and
interest rate risk of our current loan portfolio and market conditions. Interest rates and payments on our



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ARM loans generally are adjusted periodically to a rate typically equal to 2.00% to 3.75% above the one-year constant maturity U.S. Treasury index. The
periodic interest rate cap (the maximum amount by which the interest rate may be increased or decreased in a given period) on our ARM loans is generally 2% per adjustment period and the lifetime interest rate cap is generally 6% over the
initial interest rate of the loan. We qualify the borrower based on the borrowers ability to repay the ARM loan based on the maximum interest rate at the first adjustment in the case of one-year ARM loans, and based on the initial interest
rate in the case of ARM loans that adjust after two or more years. We do not originate negative amortization loans for portfolio investment. We believe that the periodic adjustment feature of our ARM loans provides flexibility to meet competitive
conditions as to initial rate concessions while preserving our return on equity objectives by limiting the duration of the initial rate concession.



Borrower demand for ARM loans versus fixed-rate mortgage loans is a function of the level of current and expected market interest rates and the difference
between the initial interest rates and fees charged for each type of loan. The relative amount of fixed-rate mortgage loans and ARM loans that can be originated at any time is largely determined by the demand for each.



We require title insurance insuring the status of our lien on all of our
residential mortgage loans and also require that fire and extended coverage casualty insurance (and, if appropriate, flood insurance) be maintained in an amount equal to the greater of the outstanding loan balance or the full replacement cost of the
dwelling.



Our lending policies generally limit the maximum
loan-to-value ratio on first mortgage loans secured by owner-occupied properties to 80% of the lesser of the appraised value or the purchase price. We will make loans in excess of that limit provided the borrower obtains mortgage insurance or the
customer demonstrates sufficient credit history and ability to service the debt. In some cases, borrowers choose to obtain subordinate financing from us in order to limit the first mortgage to 80% or less. Our second mortgages, which often have high
loan-to-value ratios when combined with the first mortgage on the property, are priced with enhanced yields so that we are compensated for the absence of mortgage insurance. In the cases of loans guaranteed by FHA or VA, we offer first mortgage
loans with loan-to-value ratios of up to 97% and 100%, respectively.



We generally obtain appraisals on our real estate loans from outside appraisers, but, in limited instances (i.e., loan-to-value ratios less than 55%), we may waive our outside appraisal requirement.



Construction and Development Loans. We originate real estate
construction and development loans that consist primarily of 1-4 family residence construction loans made to both developers and retail mortgage customers. Loan disbursements are closely monitored by management to ensure that funds are being used
strictly for the purposes agreed upon in the loan covenants. We employ both internal staff and external title company experts to ensure that loan disbursements are substantiated by regular inspections and review. Construction and development loans
are similar to all residential loans in that borrowers are underwritten according to their adequacy of repayment sources at the time of approval. Unlike conventional residential lending, signs of deterioration in the customers ability to repay
the loan is measured throughout the life of the loan and not just at origination or when the loan becomes past due. In most instances, loan amounts are limited to 85% of the appraised value upon completion of the construction project.



Commercial Real Estate Loans. We engage in commercial real estate
lending, typically through direct originations. We have expanded our commercial real estate portfolio to provide diversification and to generate assets that are sensitive to fluctuations in interest rates. Commercial real estate loans are generally
prime-based, floating-rate loans, or short-term (one to five year), fixed-rate loans. Our commercial loan policy limits our lending limit to 15% of our unimpaired Bank capital plus reserves, which was $74.3 million at September 30, 2005.



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Commercial and Industrial Loans. We originate commercial and industrial loans that are secured by
property such as inventory, equipment and finished goods. All commercial loans are evaluated for the adequacy of repayment sources at the time of approval and are regularly reviewed for any possible deterioration in the ability of the borrower to
repay the loan. In most instances, collateral is required to provide an additional source of repayment in the event of default by the borrower. The structure of the collateral varies from loan to loan depending on the financial strength of the
borrower, the amount and terms of the loan, and the collateral available to be pledged.



Consumer and Other Loans. Our consumer loan department makes consumer loans to residents of the metropolitan areas of St. Louis and Kansas City. These loans consist primarily of home equity lines of credit
(HELOC), but also include automobile loans, unsecured loans, and other secured consumer goods loans.



Home equity lines of credit are secured with a deed of trust and are issued up to 100% of the appraised or assessed value of the property securing the
line of credit, less the outstanding balance on the first mortgage. We generally obtain mortgage insurance for home equity loans with greater than 90% LTV. The standards under which these loans are underwritten are analogous to credit lending,
rather than mortgage lending, since underwriting decisions are based primarily on the borrowers credit history and capacity to repay rather than on the value of the collateral. Interest rates on the home equity lines of credit are adjustable
and are tied to the current prime interest rate. This rate is obtained from the Wall Street Journal and adjusts on a monthly basis. Our introductory rate on HELOC loans is also the floor rate on all new originations. Interest rates are based upon
the loan-to-value ratio of the property with better rates given to borrowers with more equity. Home equity lines of credit, which are secured by residential properties, are secured by stronger collateral than automobile loans and because of the
adjustable rate structure, contain less interest rate risk to us. Lending up to 100% of the value of the property presents greater credit risk to us. Consequently, we limit this product to customers with a favorable credit history.



The automobile loans currently in the portfolio consist of fixed-rate loans
secured by both new and used cars and light trucks. New cars are financed for a period of up to 72 months while used cars are financed for 60 months or less depending on the year and model. Collision and comprehensive insurance coverage is required
on all automobile loans.



Loan Marketing and Processing.
Loan applicants come through direct marketing efforts by our loan officers, as well as through referrals by realtors, financial planners, previous and present customers and, to a far lesser extent, through television, Internet and print advertising
promotions. All types of loans may be originated in any of our offices, though most loans are closed at our main office. Loans are serviced from our main office. Loans sold into the secondary mortgage market are generally serviced by the purchaser.
Loans sold on a participation basis are serviced by us. Loan officers are compensated for their loan production based upon the dollar volume closed, as well as the gain on the sale produced.



Upon receipt of a loan application from a prospective borrower, a credit
report and other data are obtained to verify specific information relating to the loan applicants employment, income and credit standing. An appraisal of the real estate offered as collateral is performed by a fee appraiser approved by us and
licensed or certified by the State of Missouri.



The board of
directors has granted loan approval authority to certain officers up to prescribed limits, depending on the officers experience and tenure. The President and Chief Executive Officer may approve loans up to $750,000. An internal loan committee
approves loans up to $2.0 million, while all loans above this level are approved by the board of directors.



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Loan applicants are promptly notified of our decision. Interest rates are subject to change if the
approved loan is not closed within the time of the commitment, which usually is 60 to 90 days.



Loan Underwriting Risks.



Adjustable-Rate Loans. The retention of ARM loans in our loan portfolio helps reduce our exposure to changes in interest rates. There are, however, unquantifiable credit risks resulting from the potential of increased costs to be
paid by the customer due to changed rates. During periods of rising interest rates, the risk of default on ARM loans increases as a result of repricing and the increased costs to the borrower. Furthermore, because the ARM loans we originate
generally provide, as a marketing incentive, for initial rates of interest below the rates which would apply were the adjustment index used for pricing initially (discounting), these loans are theoretically subject to increased risks of default,
delinquency, or prepayment.



Second Mortgage Loans and Home
Equity Lines of Credit. Second mortgage loans and home equity lines of credit generally involve greater credit risk than first mortgage loans because they are secured by mortgage loans that are subordinate to the first mortgage loan on the
property. This means that if the borrower is forced into foreclosure, we will receive no proceeds from the sale of the property until the first mortgage has been completely repaid. Second mortgage loans and home equity lines of credit often have
high loan-to-value ratios when combined with the first mortgage on the property. Loans with high combined loan-to-value will be more sensitive to declining property values than would those with lower combined loan-to-value ratios and, therefore, may
experience a higher incidence of default and severity of losses.



Construction and Development Loans. Construction and development loans involve greater credit risks than secured residential or commercial real estate lending because loan funds are advanced upon the security of the project under
construction that is of uncertain value before completion. Our risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the propertys value at completion of construction or development and the
estimated cost (including interest) of the construction. If the estimate of construction costs is inaccurate, we may be required to advance additional funds to complete the development. If, upon completion of the project, the estimate of the
marketability of the property is inaccurate, the borrower may be unable to sell the completed project in a timely manner or obtain adequate proceeds to repay the loan. Delays in completing the project may arise from labor problems, material
shortages and other unpredictable contingencies. Construction lending also typically involves higher loan principal amounts and is often concentrated with a small number of builders. In addition, during the term of a construction loan, no payment
from the borrower is required since the accumulated interest is added to the principal of the loan through an interest reserve. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the
success of the ultimate project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest. Furthermore, if our estimate
of value of a completed project is inaccurate, then we may be confronted with, at or prior to the maturity of the loan, a project with a value that is insufficient to assure full repayment and we may incur a loss.



Commercial Real Estate Loans. Loans secured by commercial real estate
generally have larger loan balances and involve greater risks than one- to four-family residential mortgage loans because the properties securing these loans often have unpredictable cash flows and are more difficult to evaluate and monitor.
Payments on loans secured by such properties are often dependent on successful management and operation of the properties. Repayment of such loans may be subject to a greater extent to adverse conditions in the real estate market or the economy. If
the cash flow from the property is reduced (for example, if leases are not obtained or renewed) the borrowers ability to repay the loan and the value of the security for the loan may be impaired. We seek to minimize these risks in a variety of
ways, including limiting the size of such loans and our review of the financial condition of the borrower, the quality of the collateral and the management of the property securing the loan. We also generally obtain loan guarantees from financially
capable parties. Our



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lending personnel or one of our agents inspects all of the properties securing our commercial real estate loans before the loan is made.



Commercial and Industrial Loans. Unlike residential mortgage loans,
which generally are made on the basis of a borrowers ability to make repayment from his or her employment or other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial and industrial
loans are of higher risk and typically are made on the basis of the borrowers ability to make repayment from the cash flow of the borrowers business, including, in the case of loans secured by accounts receivable, the ability of the
borrower to collect amounts due from its customers. There is little additional credit support provided by the borrower for most of these loans and the secondary source of repayment is based almost solely on the liquidation of the pledged collateral
and the ability to collect on personal guarantees, if any. As a result, the availability of funds for the repayment of commercial loans may depend substantially on the success of the business itself, which may be subject to a greater extent to
adverse conditions in the economy. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise, fluctuate in value and be an insufficient source of repayment.



Consumer Loans. Consumer loans entail greater risk than residential
mortgage loans, particularly in the case of consumer loans that are unsecured or secured by rapidly depreciating assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source
of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. The remaining deficiency often does not warrant further substantial collection efforts against the borrower beyond obtaining a
deficiency judgment. In addition, consumer loan collections are dependent on the borrowers continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the
application of various Federal and state laws, including Federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans. Such loans may also give rise to claims and defenses by a consumer loan borrower
against an assignee of such loans such as us, and a borrower may be able to assert against such assignee claims and defenses that it has against the seller of the underlying collateral.



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TABLE 1: Loan Portfolio



|                                                     |  |                        |         |   |         |        |   |        |   |         |         |  |        |        |  |   |         |   |  |        |   |  |         |         |   |        |        |   |         |   |         |   |  |        |  
|---------------------------------------------------- |  | ---------------------- | ------- | - | ------- | ------ | - | ------ | - | ------- | ------- |  | ------ | ------ |  | - | ------- | - |  | ------ | - |  | ------- | ------- | - | ------ | ------ | - | ------- | - | ------- | - |  | ------ | -
|                                                     |  | At September 30,       |        
|                                                     |  | 2005                   |         |   | 2004    |        |   | 2003   |   |         | 2002    |  |        | 2001   | 
|                                                     |  | Amount                 |         |   | Percent |        |   | Amount |   |         | Percent |  |        | Amount |  |   | Percent |   |  | Amount |   |  | Percent |         |   | Amount |        |   | Percent |  
|                                                     |  | (Dollars in thousands) |        
|Real estate  mortgage:                              |  |                        |         |   |         |        |   |        |   |         |         |  |        |        |  |   |         |   |  |        |   |  |         |         |   |        |        |   |         |   |         |   |  |        |  
|Residential                                          |  | $                      | 255,729 |   |         | 39.65  | % |        | $ | 242,659 |         |  | 46.70  | %      |  | $ | 167,410 |   |  | 59.25  | % |  | $       | 157,776 |   |        | 66.70  | % |         | $ | 155,900 |   |  | 75.36  | %
|Commercial and multi-family                          |  |                        | 118,695 |   |         | 18.40  | % |        |   | 63,592  |         |  | 12.24  | %      |  |   | 8,905   |   |  | 3.15   | % |  |         | 11,927  |   |        | 5.04   | % |         |   | 2,106   |   |  | 1.02   | %
|                                                     |  |                        |         |   |         |        |   |        |   |        
|Real estate  construction                           |  |                        | 45,022  |   |         | 6.98   | % |        |   | 34,441  |         |  | 6.63   | %      |  |   | 12,531  |   |  | 4.44   | % |  |         | 3,656   |   |        | 1.55   | % |         |   | 6,221   |   |  | 3.01   | %
|                                                     |  |                        |         |   |         |        |   |        |   |        
|Commercial and industrial                            |  |                        | 26,306  |   |         | 4.08   | % |        |   | 16,787  |         |  | 3.23   | %      |  |   |        |   |  |       |   |  |         |        |   |        |       |   |         |   |        |   |  |       |  
|                                                     |  |                        |         |   |         |        |   |        |   |        
|Consumer and other:                                  |  |                        |         |   |         |        |   |        |   |         |         |  |        |        |  |   |         |   |  |        |   |  |         |         |   |        |        |   |         |   |         |   |  |        |  
|Home equity                                          |  |                        | 195,647 |   |         | 30.34  | % |        |   | 158,462 |         |  | 30.50  | %      |  |   | 89,298  |   |  | 31.61  | % |  |         | 55,410  |   |        | 23.42  | % |         |   | 28,586  |   |  | 13.82  | %
|Automobiles                                          |  |                        | 1,838   |   |         | 0.28   | % |        |   | 1,801   |         |  | 0.35   | %      |  |   | 2,592   |   |  | 0.92   | % |  |         | 5,886   |   |        | 2.49   | % |         |   | 12,109  |   |  | 5.85   | %
|Other                                                |  |                        | 1,676   |   |         | 0.27   | % |        |   | 1,884   |         |  | 0.35   | %      |  |   | 1,794   |   |  | 0.63   | % |  |         | 1,893   |   |        | 0.80   | % |         |   | 1,956   |   |  | 0.94   | %
|                                                     |  |                        |         |   |         |        |   |        |   |         |         |  |        |        |  |   |         |   |  |        |   |  |         |         |   |        |        |   |         |   |         |   |  |        |  
|Total loans                                          |  |                        | 644,913 |   |         | 100.00 | % |        |   | 519,626 |         |  | 100.00 | %      |  |   | 282,530 |   |  | 100.00 | % |  |         | 236,548 |   |        | 100.00 | % |         |   | 206,878 |   |  | 100.00 | %
|                                                     |  |                        |         |   |         |        |   |        |   |         |         |  |        |        |  |   |         |   |  |        |   |  |         |         |   |        |        |   |         |   |         |   |  |        |  
|Less:                                                |  |                        |         |   |         |        |   |        |   |         |         |  |        |        |  |   |         |   |  |        |   |  |         |         |   |        |        |   |         |   |         |   |  |        |  
|Loans in process                                     |  |                        | 8,843   |   |         |        |   |        |   | 6,615   |         |  |        |        |  |   | 3,083   |   |  |        |   |  |         | 7,293   |   |        |        |   |         |   | 1,577   |   |  |        |  
|Unamortized loan origination costs, net of loan fees |  |                        | (3,931  | ) |         |        |   |        |   | (3,152  | )       |  |        |        |  |   | (1,313  | ) |  |        |   |  |         | (879    | ) |        |        |   |         |   | (658    | ) |  |        |  
|Allowance for loan losses                            |  |                        | 6,806   |   |         |        |   |        |   | 5,579   |         |  |        |        |  |   | 3,866   |   |  |        |   |  |         | 2,553   |   |        |        |   |         |   | 1,844   |   |  |        |  
|                                                     |  |                        |         |   |         |        |   |        |   |         |         |  |        |        |  |   |         |   |  |        |   |  |         |         |   |        |        |   |         |   |         |   |  |        |  
|Total loans receivable, net                          |  | $                      | 633,195 |   |         |        |   |        | $ | 510,584 |         |  |        |        |  | $ | 276,894 |   |  |        |   |  | $       | 227,581 |   |        |        |   |         | $ | 204,115 |   |  |        |  
|                                                     |  |                        |         |   |         |        |   |        |   |         |         |  |        |        |  |   |         |   |  |        |   |  |         |         |   |        |        |   |         |   |         |   |  |        |  



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TABLE 2: Loan Maturities and Repricing(1)



|                            |  |                       |         |                                     |   |                      |  |       |        |  |   |        
|--------------------------- |  | --------------------- | ------- | ----------------------------------- | - | -------------------- |  | ----- | ------ |  | - | -------
|                            |  | At September 30, 2005
|                            |  | Due WithinOne Year    |         | Due After OneYear ThroughFive Years |   | Due BeyondFive Years |  | Total
|                            |  | (In thousands)       
|Real estate  mortgage:     |  |                       |         |                                     |   |                      |  |       |        |  |   |        
|Residential                 |  | $                     | 75,830  |                                     | $ | 155,542              |  | $     | 24,357 |  | $ | 255,729
|Commercial and multi-family |  |                       | 61,912  |                                     |   | 38,894               |  |       | 17,889 |  |   | 118,695
|Real estate  construction  |  |                       | 44,773  |                                     |   | 249                  |  |       |       |  |   | 45,022 
|Commercial and industrial   |  |                       | 21,454  |                                     |   | 2,841                |  |       | 2,011  |  |   | 26,306 
|Consumer and other          |  |                       | 190,514 |                                     |   | 3,076                |  |       | 5,571  |  |   | 199,161
|                            |  |                       |         |                                     |   |                      |  |       |        |  |   |        
|Total loans                 |  | $                     | 394,483 |                                     | $ | 200,602              |  | $     | 49,828 |  | $ | 644,913
|                            |  |                       |         |                                     |   |                      |  |       |        |  |   |        

---

|(1) | Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less. Mortgage loans that have adjustable rates
are shown as maturing at their next repricing date.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



TABLE 3:
Fixed and Adjustable Rate Loans



|                            |  |                                                |         |            |   |        
|--------------------------- |  | ---------------------------------------------- | ------- | ---------- | - | -------
|                            |  | Loans due or repricing afterSeptember 30, 2006
|                            |  | Fixed                                          |         | Adjustable
|                            |  | (In thousands)                                
|Real estate  mortgage:     |  |                                                |         |            |   |        
|Residential                 |  | $                                              | 68,742  |            | $ | 111,157
|Commercial and multi-family |  |                                                | 55,536  |            |   | 1,247  
|Real estate  construction  |  |                                                | 70      |            |   | 179    
|Commercial and industrial   |  |                                                | 4,852   |            |   |       
|Consumer and other          |  |                                                | 3,195   |            |   | 5,452  
|                            |  |                                                |         |            |   |        
|Total                       |  | $                                              | 132,395 |            | $ | 118,035
|                            |  |                                                |         |            |   |        



Scheduled contractual
principal repayments of loans generally do not reflect the actual life of such assets. The average life of loans is substantially less than their contractual terms because of prepayments. In addition, due-on-sale clauses on loans generally give us
the right to declare loans immediately due and payable if, among other things, the borrower sells the real property subject to the mortgage and the loan is not repaid. The average life of mortgage loans tends to increase, however, when current
mortgage loan market rates are substantially higher than rates on existing mortgage loans and, conversely, decreases when rates on existing mortgage loans are substantially higher than current mortgage loan market rates.



Loan Originations, Sales and Purchases.To manage our interest rate
risk position, we generally sell the fixed-rate residential mortgage loans that we originate. The sale of loans in the secondary mortgage market reduces our risk that the interest rates paid on deposits will increase while we hold long-term,
fixed-rate loans in our portfolio. It also allows us to continue to fund loans when deposit flows decline or funds are not otherwise available. Residential mortgage loans generally have been sold with servicing released. Gains, net of origination
expense, from the sale of such loans are recorded at the time of sale. Generally a loan is committed to be sold and a price for the loan is determined at the same time the interest rate on the loan is locked in with the customer, which may be at the
time the applicant applies for the loan or anytime up to the date of closing. This eliminates the risk to us that a rise in market interest rates will reduce the value of a mortgage before it can be sold.



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Additionally, we generally negotiate a best efforts delivery, which minimizes any exposure from loans
that do not close. Certain loans are sold on a mandatory-delivery basis. Loans sold in this manner are hedged against changes in interest rate risk through forward sales of mortgage-backed securities. Our issuance of interest rate commitments is
considered a derivative investment and changes in market value are reported on our consolidated balance sheet and statement of income and comprehensive income.



TABLE 4: Loan Activity



|                                                                         |  |                           |            |   |      |   |           |      |  |   |            |  
|------------------------------------------------------------------------ |  | ------------------------- | ---------- | - | ---- | - | --------- | ---- |  | - | ---------- | -
|                                                                         |  | Years Ended September 30, |           
|                                                                         |  | 2005                      |            |   | 2004 |   |           | 2003 | 
|                                                                         |  | (In thousands)            |           
|Total gross loans, including loans held for sale, at beginning of period |  | $                         | 569,238    |   |      | $ | 343,703   |      |  | $ | 332,943    |  
|Loans originated:                                                        |  |                           |            |   |      |   |           |      |  |   |            |  
|Residential real estate                                                  |  |                           | 1,215,322  |   |      |   | 1,048,200 |      |  |   | 1,633,287  |  
|Commercial real estate                                                   |  |                           | 75,074     |   |      |   | 44,705    |      |  |   | 6,362      |  
|Real estate construction and development                                 |  |                           | 53,237     |   |      |   | 38,490    |      |  |   | 11,530     |  
|Commercial and industrial                                                |  |                           | 64,475     |   |      |   | 40,054    |      |  |   |           |  
|Consumer and other                                                       |  |                           | 185,103    |   |      |   | 167,679   |      |  |   | 119,351    |  
|                                                                         |  |                           |            |   |      |   |           |      |  |   |            |  
|Total loans originated                                                   |  |                           | 1,593,211  |   |      |   | 1,339,128 |      |  |   | 1,770,530  |  
|                                                                         |  |                           |            |   |      |   |           |      |  |   |            |  
|Loans purchased:                                                         |  |                           |            |   |      |   |           |      |  |   |            |  
|Residential real estate                                                  |  |                           | 1,368      |   |      |   | 731       |      |  |   | 305        |  
|Commercial real state                                                    |  |                           | 4,724      |   |      |   | 10,292    |      |  |   | 10,931     |  
|                                                                         |  |                           |            |   |      |   |           |      |  |   |            |  
|Loans sold:                                                              |  |                           |            |   |      |   |           |      |  |   |            |  
|Total whole loans sold                                                   |  |                           | (1,054,733 | ) |      |   | (872,310  | )    |  |   | (1,567,394 | )
|Mortgage loan principal repayments                                       |  |                           | (198,278   | ) |      |   | (109,111  | )    |  |   | (86,605    | )
|Consumer loan repayments and all other                                   |  |                           | (205,355   | ) |      |   | (143,195  | )    |  |   | (117,007   | )
|                                                                         |  |                           |            |   |      |   |           |      |  |   |            |  
|Net loan activity                                                        |  |                           | 140,937    |   |      |   | 225,535   |      |  |   | 10,760     |  
|                                                                         |  |                           |            |   |      |   |           |      |  |   |            |  
|Total gross loans, including loans held for sale, at end of period       |  | $                         | 710,175    |   |      | $ | 569,238   |      |  | $ | 343,703    |  
|                                                                         |  |                           |            |   |      |   |           |      |  |   |            |  



Nonperforming Assets and
Delinquencies



All commercial loans are evaluated for the
adequacy of repayment sources at the time of approval and are regularly reviewed for any possible deterioration in the ability of the borrower to repay the loan. Residential mortgage loan borrowers are typically only downgraded after origination
when they have failed to make a required payment. The Bank follows the following collection procedures for all types of loans, excluding consumer loans, although larger customers are typically contacted sooner. The first notice is mailed to the
borrower 18 days after the payment due date. Attempts to contact the borrower by telephone generally begin approximately 20 days after the payment due date. If a satisfactory response is not obtained, continuous follow-up contacts are attempted
until the loan has been brought current. At the 45thday after the due date, a default letter is sent. Before the
60thday of delinquency, attempts to interview the borrower, preferably in person, are made to establish:
(1) the cause of the delinquency; (2) whether the cause is temporary; (3) the attitude of the borrower toward the debt; and (4) a mutually satisfactory arrangement for curing the default. Also, in the case of second mortgage
loans, before the 60thday of delinquency, all superior lien holders are contacted to determine: (1) the status
and unpaid principal balance of each superior lien; (2) whether any mortgage constituting a superior lien has been sold to any investor; and (3) whether the borrower



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is also delinquent under a superior lien and what the affected lien holder intends to do to resolve the delinquency.



If the borrower cannot be reached and does not respond to collection efforts,
a personal collection visit or property inspection is made and a photograph of the exterior is taken. The physical condition and occupancy status of the property is determined before recommending further servicing action. Such inspection normally
takes place on or about the 45thday of delinquency. Generally, after 60 days into the delinquency procedure, the
Bank notifies the borrower that home ownership counseling is available for eligible homeowners. If by the 91stday
of delinquency, or sooner if the borrower is chronically delinquent and all reasonable means of obtaining payment on time have been exhausted, foreclosure, according to the terms of the security instrument and applicable law, is initiated.



When a consumer loan borrower fails to make a required
payment, the Bank institutes collection procedures. The first notice is mailed to the borrower 15 days following the payment due date. The Bank daily receives a computer-generated collection report. The customer is contacted by telephone to
ascertain the nature of the delinquency. If by the 30thday following the payment due date, no progress has been
made, a written notice is mailed informing the borrowers of their right to cure the delinquency within 20 days and of the Banks intent to begin legal action if the delinquency is not corrected. Depending on the type of property held as
collateral, the Bank either obtains a judgment in small claims court or takes action to repossess the collateral.



Loans are placed on non-accrual status when, in the opinion of management, there is reasonable doubt as to the collectibility of interest or principal.
Non-accrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collectibility of interest or principal.



The Banks Board of Directors is informed on a quarterly basis as to the
status of all mortgage and consumer loans that are delinquent 90 days or more, the status on all loans currently in foreclosure, and the status of all foreclosed and repossessed property owned by the Bank.



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TABLE 5: Non-performing Assets



|                                                                 |  |                        |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|---------------------------------------------------------------- |  | ---------------------- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | - |  | ---- | ----- | - |  | - | ----- | -
|                                                                 |  | At September 30,       |      
|                                                                 |  | 2005                   |       |   | 2004 |   |       | 2003 |  |   | 2002  |   |  | 2001 |      
|                                                                 |  | (Dollars in thousands) |      
|Loans accounted for on a non-accrual basis:                      |  |                        |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Residential real estate                                          |  | $                      | 142   |   |      | $ | 370   |      |  | $ | 264   |   |  | $    | 303   |   |  | $ | 173   |  
|Commercial and multi-family real estate                          |  |                        |      |   |      |   |      |      |  |   |      |   |  |      |      |   |  |   |      |  
|Real estate construction and development                         |  |                        |      |   |      |   |      |      |  |   |      |   |  |      |      |   |  |   |      |  
|Commercial and industrial                                        |  |                        |      |   |      |   |      |      |  |   |      |   |  |      |      |   |  |   |      |  
|Consumer and other                                               |  |                        | 24    |   |      |   | 159   |      |  |   | 202   |   |  |      | 120   |   |  |   | 173   |  
|                                                                 |  |                        |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Total                                                            |  |                        | 166   |   |      |   | 529   |      |  |   | 466   |   |  |      | 423   |   |  |   | 346   |  
|                                                                 |  |                        |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Accruing loans which are contractually past due 90 days or more: |  |                        |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Residential real estate                                          |  |                        | 4,742 |   |      |   | 3,495 |      |  |   | 3,550 |   |  |      | 1,920 |   |  |   | 1,935 |  
|Commercial and multi-family real estate                          |  |                        |      |   |      |   |      |      |  |   |      |   |  |      |      |   |  |   |      |  
|Real estate construction and development                         |  |                        | 440   |   |      |   |      |      |  |   |      |   |  |      |      |   |  |   |      |  
|Commercial and industrial                                        |  |                        |      |   |      |   |      |      |  |   |      |   |  |      |      |   |  |   |      |  
|Consumer and other                                               |  |                        | 635   |   |      |   | 247   |      |  |   | 181   |   |  |      | 156   |   |  |   | 158   |  
|                                                                 |  |                        |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Total                                                            |  |                        | 5,817 |   |      |   | 3,742 |      |  |   | 3,731 |   |  |      | 2,076 |   |  |   | 2,093 |  
|                                                                 |  |                        |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Troubled debt restructurings                                     |  |                        | 13    |   |      |   |      |      |  |   | 37    |   |  |      | 7     |   |  |   | 222   |  
|                                                                 |  |                        |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Non-performing loans (1)                                         |  |                        | 5,996 |   |      |   | 4,271 |      |  |   | 4,234 |   |  |      | 2,506 |   |  |   | 2,661 |  
|Real estate owned (net)                                          |  |                        | 754   |   |      |   | 1,068 |      |  |   | 35    |   |  |      |      |   |  |   |      |  
|Other non-performing assets                                      |  |                        |      |   |      |   | 7     |      |  |   | 14    |   |  |      | 8     |   |  |   |      |  
|                                                                 |  |                        |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Total non-performing assets                                      |  | $                      | 6,750 |   |      | $ | 5,346 |      |  | $ | 4,283 |   |  | $    | 2,514 |   |  | $ | 2,661 |  
|                                                                 |  |                        |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Total non-performing loans as a percentage of net loans          |  |                        | 0.85  | % |      |   | 0.76  | %    |  |   | 1.24  | % |  |      | 0.77  | % |  |   | 1.09  | %
|Total non-performing loans as a percentage of total assets       |  |                        | 0.76  | % |      |   | 0.67  | %    |  |   | 1.05  | % |  |      | 0.68  | % |  |   | 0.92  | %
|Total non-performing assets as a percentage of total assets      |  |                        | 0.85  | % |      |   | 0.84  | %    |  |   | 1.07  | % |  |      | 0.68  | % |  |   | 0.92  | %

---

|(1) | Includes $663,000, $848,000, $654,000, $288,000 and $684,000 of FHA/VA loans at September 30, 2005, 2004, 2003, 2002 and 2001, respectively, the principal and interest payments
on which are fully insured.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Interest income
recognized on non-accrual loans was approximately $2,900, $13,000 and $27,000 for 2005, 2004 and 2003, respectively. The difference between interest that would have been recognized under the original terms of non-accrual and renegotiated loans and
interest actually recognized on such loans was $8,000, $16,000 and $42,000 for 2005, 2004 and 2003, respectively. Impaired loans continuing to accrue interest are loans that are more than 90 days past due; however, the loans are well secured and
remain in process of collection.



Real Estate
Owned. Real estate acquired by the Bank as a result of foreclosure or by deed-in-lieu of foreclosure is classified as real estate owned until it is sold. When property is acquired it is recorded at the lower of its cost, which is the unpaid
principal balance of the related loan plus foreclosure costs, or fair market value. Subsequent to foreclosure, the property is carried at the lower of the foreclosed amount or fair value. Upon receipt of a new appraisal and market analysis, the
carrying value is written down through a charge to income, if appropriate. The balance of real estate owned declined from $1.1 million at September 30,



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2004 to $754,000 at September 30, 2005. The real estate owned consists of four residential properties acquired in settlement of debts outstanding by
residential mortgage customers.When writing real estate down to appraised value, we typically recognize an additional 7% below fair market value to leave allowances for selling costs.



Asset Classification. The Bank has adopted the Uniform Credit
Classification Policy issued by the Federal Financial Institutions Examination Council, which was subsequently adopted by the OTS regarding problem assets of savings institutions. The regulations require that each insured institution review and
classify its assets on a regular basis. In addition, in connection with examinations of insured institutions, OTS examiners have authority to identify problem assets and, if appropriate, require them to be classified. There are three classifications
for problem assets: substandard, doubtful and loss. Substandard assets must have one or more defined weaknesses and are characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not
corrected. Doubtful assets have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and
there is a high possibility of loss. An asset classified as loss is considered uncollectible and of such little value that continuance as an asset of the institution without establishment of a specific reserve is not warranted. If an asset or
portion thereof is classified as loss, the insured institution establishes specific allowances for loan losses for the full amount of the portion of the asset classified as loss. A portion of general loan loss allowances established to cover
possible losses related to assets classified substandard or doubtful may be included in determining an institutions regulatory capital, while specific valuation allowances for loan losses generally do not qualify as regulatory capital. OTS
regulations also require that assets that do not currently expose an institution to a sufficient degree of risk to warrant classification as loss, doubtful or substandard but do possess credit deficiencies or potential weakness deserving
managements close attention shall be designated special mention by either the institution or its examiners



The Banks Chief Executive Officer, Chief Financial Officer, Executive Vice President and collection department personnel meet quarterly to review
all classified assets, to approve action plans developed to resolve the problems associated with the assets and to review recommendations for new classifications, any changes in classifications and recommendations for reserves.



TABLE 6: Classified Loans



|                                         |  |                       |  |          |    |                        |       |                 |   |        |  |        |  |        |       |        |    |  |   |      
|---------------------------------------- |  | --------------------- |  | -------- | -- | ---------------------- | ----- | --------------- | - | ------ |  | ------ |  | ------ | ----- | ------ | -- |  | - | -----
|                                         |  | At September 30, 2005
|                                         |  | Loss                  |  | Doubtful |    | Substandard            |       | Special Mention
|                                         |  | Number                |  | Amount   |    | Number                 |       | Amount          |   | Number |  | Amount |  | Number |       | Amount
|                                         |  |                       |  |          |    | (Dollars in thousands) |       |                 |   |        |  |       
|Residential real estate                  |  |                       |  |          |    |                        |      |                 | $ |       |  | 41     |  | $      | 3,538 |        | 13 |  | $ | 2,039
|Commercial and multi- family real estate |  |                      |  |          |   |                        |      |                 |   |       |  |       |  |        |      |        | 1  |  |   | 635  
|Real estate construction and development |  |                      |  |          |   |                        |      |                 |   |       |  | 1      |  |        | 456   |        | 3  |  |   | 519  
|Commercial and industrial                |  |                      |  |          |   |                        |      |                 |   |       |  | 1      |  |        | 1     |        | 3  |  |   | 775  
|Consumer and other                       |  | 14                    |  |          | 67 |                        | 1,052 |                 |   | 256    |  | 29     |  |        | 582   |        | 1  |  |   | 603  
|                                         |  |                       |  |          |    |                        |       |                 |   |        |  |        |  |        |       |        |    |  |   |      
|Total                                    |  | 14                    |  | $        | 67 |                        | 1,052 |                 | $ | 256    |  | 72     |  | $      | 4,577 |        | 21 |  | $ | 4,571
|                                         |  |                       |  |          |    |                        |       |                 |   |        |  |        |  |        |       |        |    |  |   |      



In the above table, certain auto and
consumer loans have been fully reserved as a complete loss but remain on the books because certain collection efforts continue.



Allowance for Loan Losses. In originating loans, the Bank recognizes that losses will be experienced and that the risk of loss will vary
with, among other things, the type of loan being made, the creditworthiness of the borrower over the term of the loan, general economic conditions and, in the case of a secured loan, the



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quality of the security for the loan. All charged-off loans are charged to the allowance and all recoveries are credited to it. The allowance for loan losses
is established through a provision for loan losses charged to the Banks income. The allowance for loan losses is based on managements periodic evaluation of the Banks past loan loss experience, known and inherent risks in the
portfolio, adverse situations which may affect the borrowers ability to repay, the estimated value of any underlying collateral and current economic conditions. The Bank periodically recognizes losses on loans, which have active collection
efforts through the use of specific valuation allowances or SVA in order to reduce loan balances below the market value of the collateral.



The following assessments are performed quarterly in accordance with the Bank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, the affordability ratios and 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 loans are individually reviewed and assigned a credit
risk rating on an annual basis by the internal loan committee. 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.
We consider 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, we record 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.



Our methodology includes factors that allow us to adjust our estimates of losses based on the most recent information available. Historic loss rates used
to determine the allowance are adjusted to reflect the impact of current conditions, including actual collection and charge-off experience. Any material increase in non-performing loans will adversely affect our financial condition and results of
operations.



Management believes that the amount maintained in
the allowance will be adequate to absorb probable losses inherent in the portfolio. Although management believes that it uses the best information available to make such determinations, future adjustments to the allowance for loan losses may be
necessary and results of operations could be significantly and adversely affected if circumstances differ substantially from the assumptions used in making the determinations. While we believe we have established our allowance for loan losses in
accordance with accounting principles generally accepted in the United States, there can be no assurance that the Banks regulators, in reviewing the Banks loan portfolio, will not request the Bank to increase significantly its allowance
for loan losses. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that substantial increases will not be
necessary should the quality of any loans deteriorate as a result of the factors discussed above. Any material increase in the allowance for loan losses will adversely affect our financial condition and results of operations.



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TABLE 7: Allowance for Loan Losses



|                                                                        |  |                               |        |   |      |   |        |      |  |   |       |   |  |      |        |   |  |   |       |  
|----------------------------------------------------------------------- |  | ----------------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ----- | - |  | ---- | ------ | - |  | - | ----- | -
|                                                                        |  | Year Ended September 30, 2005 |       
|                                                                        |  | 2005                          |        |   | 2004 |   |        | 2003 |  |   | 2002  |   |  | 2001 |       
|                                                                        |  | (Dollars in thousands)        |       
|Allowance at beginning of period                                        |  | $                             | 5,579  |   |      | $ | 3,866  |      |  | $ | 2,553 |   |  | $    | 1,844  |   |  | $ | 1,366 |  
|Provision for loan losses                                               |  |                               | 1,635  |   |      |   | 1,934  |      |  |   | 1,487 |   |  |      | 1,011  |   |  |   | 752   |  
|Charge-offs:                                                            |  |                               |        |   |      |   |        |      |  |   |       |   |  |      |        |   |  |   |       |  
|Residential real estate                                                 |  |                               | 50     |   |      |   | 73     |      |  |   | 26    |   |  |      | 34     |   |  |   | 20    |  
|Commercial and multi-family real estate                                 |  |                               |       |   |      |   |        |      |  |   |       |   |  |      |        |   |  |   |       |  
|Real estate construction and development                                |  |                               |       |   |      |   |       |      |  |   |      |   |  |      |       |   |  |   |       |  
|Commercial and industrial                                               |  |                               |       |   |      |   |       |      |  |   |      |   |  |      |       |   |  |   |      |  
|Consumer and other                                                      |  |                               | 207    |   |      |   | 161    |      |  |   | 160   |   |  |      | 286    |   |  |   | 255   |  
|                                                                        |  |                               |        |   |      |   |        |      |  |   |       |   |  |      |        |   |  |   |       |  
|Total charge-offs                                                       |  |                               | 257    |   |      |   | 234    |      |  |   | 186   |   |  |      | 320    |   |  |   | 275   |  
|Recoveries                                                              |  |                               | 9      |   |      |   | 13     |      |  |   | 12    |   |  |      | 18     |   |  |   | 1     |  
|                                                                        |  |                               |        |   |      |   |        |      |  |   |       |   |  |      |        |   |  |   |       |  
|Net charge-offs                                                         |  |                               | 248    |   |      |   | 221    |      |  |   | 174   |   |  |      | 302    |   |  |   | 274   |  
|                                                                        |  |                               |        |   |      |   |        |      |  |   |       |   |  |      |        |   |  |   |       |  
|Sale of second mortgage loans                                           |  |                               | 160    |   |      |   |       |      |  |   |      |   |  |      |       |   |  |   |      |  
|                                                                        |  |                               |        |   |      |   |        |      |  |   |       |   |  |      |        |   |  |   |       |  
|Allowance at end of period                                              |  | $                             | 6,806  |   |      | $ | 5,579  |      |  | $ | 3,866 |   |  | $    | 2,553  |   |  | $ | 1,844 |  
|                                                                        |  |                               |        |   |      |   |        |      |  |   |       |   |  |      |        |   |  |   |       |  
|Ratio of allowance to total loans outstanding at the end of the period  |  |                               | 0.97   | % |      |   | 0.99   | %    |  |   | 1.13  | % |  |      | 0.78   | % |  |   | 0.76  | %
|Ratio of net charge-offs to average loans outstanding during the period |  |                               | 0.04   | % |      |   | 0.05   | %    |  |   | 0.05  | % |  |      | 0.12   | % |  |   | 0.12  | %
|Allowance for loan losses to non-performing loans                       |  |                               | 113.51 | % |      |   | 130.64 | %    |  |   | 91.31 | % |  |      | 101.89 | % |  |   | 69.30 | %



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TABLE 8: Allocation of Allowance for Loan Losses



|                                         |  |                        |       |                                                  |        |   |        |      |                                                  |  |        |        |  |                                                  |       |  |        |   |                                                  |   |       |        |        |                                                  |  |   |       |  |        |  
|---------------------------------------- |  | ---------------------- | ----- | ------------------------------------------------ | ------ | - | ------ | ---- | ------------------------------------------------ |  | ------ | ------ |  | ------------------------------------------------ | ----- |  | ------ | - | ------------------------------------------------ | - | ----- | ------ | ------ | ------------------------------------------------ |  | - | ----- |  | ------ | -
|                                         |  | At September 30,       |      
|                                         |  | 2005                   |       |                                                  | 2004   |   |        | 2003 |                                                  |  | 2002   |        |  | 2001                                             |      
|                                         |  | Amount                 |       | Percent of Loans In Each Category to Total Loans |        |   | Amount |      | Percent of Loans In Each Category to Total Loans |  |        | Amount |  | Percent of Loans In Each Category to Total Loans |       |  | Amount |   | Percent of Loans In Each Category to Total Loans |   |       | Amount |        | Percent of Loans In Each Category to Total Loans | 
|                                         |  | (Dollars in thousands) |      
|Residential real estate                  |  | $                      | 2,584 |                                                  | 39.65  | % |        | $    | 2,248                                            |  | 49.44  | %      |  | $                                                | 1,788 |  | 60.74  | % |                                                  | $ | 1,348 |        | 69.85  | %                                                |  | $ | 1,237 |  | 79.38  | %
|Commercial and multi-family real estate  |  |                        | 1,063 |                                                  | 18.35  |   |        |      | 335                                              |  | 8.53   |        |  |                                                  | 382   |  | 1.66   |   |                                                  |   | 118   |        | 3.44   |                                                  |  |   |      |  |       |  
|Real estate construction and development |  |                        | 517   |                                                  | 6.98   |   |        |      | 448                                              |  | 6.58   |        |  |                                                  | 185   |  | 4.44   |   |                                                  |   |      |        |       |                                                  |  |   |      |  |       |  
|Commercial and industrial                |  |                        | 273   |                                                  | 4.08   |   |        |      | 219                                              |  | 4.24   |        |  |                                                  |      |  |       |   |                                                  |   |      |        |       |                                                  |  |   |      |  |       |  
|Consumer and other                       |  |                        | 2,369 |                                                  | 30.94  |   |        |      | 2,329                                            |  | 31.21  |        |  |                                                  | 1,511 |  | 33.16  |   |                                                  |   | 1,087 |        | 26.71  |                                                  |  |   | 607   |  | 20.62  |  
|Unallocated                              |  |                        |      |                                                  |       |   |        |      |                                                 |  |       |        |  |                                                  |      |  |       |   |                                                  |   |      |        |       |                                                  |  |   |      |  |       |  
|                                         |  |                        |       |                                                  |        |   |        |      |                                                  |  |        |        |  |                                                  |       |  |        |   |                                                  |   |       |        |        |                                                  |  |   |       |  |        |  
|Total allowance for loan losses          |  | $                      | 6,806 |                                                  | 100.00 | % |        | $    | 5,579                                            |  | 100.00 | %      |  | $                                                | 3,866 |  | 100.00 | % |                                                  | $ | 2,553 |        | 100.00 | %                                                |  | $ | 1,844 |  | 100.00 | %
|                                         |  |                        |       |                                                  |        |   |        |      |                                                  |  |        |        |  |                                                  |       |  |        |   |                                                  |   |       |        |        |                                                  |  |   |       |  |        |  



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Investment Activities



The Bank is permitted under applicable law to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various federal
agencies and state and municipal governments, deposits at the FHLB-Des Moines, certificates of deposit of federally insured institutions, certain bankers acceptances and federal funds. Subject to various restrictions, savings institutions may
also invest a portion of their assets in commercial paper, corporate debt securities, equity securities and mutual funds. Savings institutions like the Bank are also required to maintain an investment in FHLB stock and a minimum level of liquid
assets.



We maintain a portfolio of primarily U.S. Treasury and
agency obligations and investment grade mortgage-backed securities in the form of Ginnie Mae, Freddie Mac and Fannie Mae participation certificates. Ginnie Mae certificates are guaranteed as to principal and interest by the full faith and credit of
the United States, while Freddie Mac and Fannie Mae certificates are guaranteed by the respective agencies. Mortgage-backed securities generally entitle us to receive a pro rata portion of the cash flows from an identified pool of mortgages.



The Investment Committee, comprised of our President and Chief
Executive Officer and Chief Financial Officer, determines appropriate investments in accordance with the board of directors approved investment policies and procedures. Investments are made following certain considerations, which include our
liquidity position and anticipated cash needs and sources (which in turn include outstanding commitments, upcoming maturities, estimated deposits and anticipated loan amortization and repayments). Further, the effect that the proposed investment
would have on our credit and interest rate risk, and risk-based capital is considered. The interest rate, yield, settlement date and maturity are also reviewed.



All of our debt securities and mortgage-backed securities carry market risk insofar as increases in market interest rates would generally cause a
decline in their market value. They also carry prepayment risk insofar as they may be called or repaid before their stated maturity during times of low market interest rates, so that we may have to reinvest the funds at a lower interest rate.



Our investment securities portfolio at September 30, 2005
did not contain securities of any issuer with an aggregate book value in excess of 10% of retained earnings, excluding those issued by the government or its agencies.



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TABLE 9: Investment Securities



|                                     |  |                           |       |      |   |       |  |   |      
|------------------------------------ |  | ------------------------- | ----- | ---- | - | ----- |  | - | -----
|                                     |  | Years Ended September 30,
|                                     |  | 2005                      |       | 2004 |   | 2003 
|                                     |  | (In thousands)           
|Held to maturity at amortized cost:  |  |                           |       |      |   |       |  |   |      
|Investment securities:               |  |                           |       |      |   |       |  |   |      
|U.S. Treasury & Agency Obligations   |  | $                         | 5,977 |      | $ |      |  | $ |     
|                                     |  |                           |       |      |   |       |  |   |      
|Mortgage-backed securities:          |  |                           |       |      |   |       |  |   |      
|Mortgage-backed securities           |  | $                         | 583   |      | $ | 784   |  | $ | 1,072
|CMOs                                 |  |                           | 67    |      |   | 81    |  |   | 114  
|                                     |  |                           |       |      |   |       |  |   |      
|Total mortgage-backed securities     |  | $                         | 650   |      | $ | 865   |  | $ | 1,186
|                                     |  |                           |       |      |   |       |  |   |      
|FHLB stock                           |  | $                         | 8,462 |      | $ | 7,538 |  | $ | 3,880
|Available for sale, at fair value:   |  |                           |       |      |   |       |  |   |      
|Investment securities:               |  |                           |       |      |   |       |  |   |      
|U.S. Treasury and agency obligations |  | $                         |      |      | $ | 9,224 |  | $ | 2,086
|                                     |  |                           |       |      |   |       |  |   |      
|Mortgage-backed securities           |  | $                         | 4,182 |      | $ | 5,710 |  | $ | 7,675
|Equity securities                    |  | $                         | 4,252 |      | $ | 3,762 |  | $ | 4,346



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TABLE 10: Maturities and Yields



|                                             |  |                           |       |                        |                          |   |        |                          |                        |  |                       |        |  |                        |       |  |        |   |                        |   |     |  |      |  
|-------------------------------------------- |  | ------------------------- | ----- | ---------------------- | ------------------------ | - | ------ | ------------------------ | ---------------------- |  | --------------------- | ------ |  | ---------------------- | ----- |  | ------ | - | ---------------------- | - | --- |  | ---- | -
|                                             |  | At September 30, 2005     |      
|                                             |  | Due in Less Than One Year |       |                        | Due in One to Five Years |   |        | Due in Five to Ten Years |                        |  | Due in Over Ten Years |       
|                                             |  | Amount                    |       | Weighted Average Yield |                          |   | Amount |                          | Weighted Average Yield |  |                       | Amount |  | Weighted Average Yield |       |  | Amount |   | Weighted Average Yield |  
|Held to maturity:                            |  |                           |       |                        |                          |   |        |                          |                        |  |                       |        |  |                        |       |  |        |   |                        |   |     |  |      |  
|Investment securities:                       |  |                           |       |                        |                          |   |        |                          |                        |  |                       |        |  |                        |       |  |        |   |                        |   |     |  |      |  
|U.S. Treasury & Agency Obligations           |  | $                         | 1,983 |                        | 3.76                     | % |        | $                        | 3,993                  |  | 3.46                  | %      |  | $                      |      |  |       |   |                        | $ |    |  |     |  
|                                             |  |                           |       |                        |                          |   |        |                          |                        |  |                       |        |  |                        |       |  |        |   |                        |   |     |  |      |  
|Mortgage-backed securities:                  |  |                           |       |                        |                          |   |        |                          |                        |  |                       |        |  |                        |       |  |        |   |                        |   |     |  |      |  
|Mortgage-backed securities                   |  | $                         |      |                        |                         |   |        | $                        | 45                     |  | 9.78                  | %      |  | $                      | 2     |  | 13.08  | % |                        | $ | 536 |  | 8.40 | %
|CMOs                                         |  |                           |      |                        |                         |   |        |                          |                       |  |                      |        |  |                        |      |  |       |   |                        |   | 67  |  | 4.52 | %
|                                             |  |                           |       |                        |                          |   |        |                          |                        |  |                       |        |  |                        |       |  |        |   |                        |   |     |  |      |  
|Total mortgage-backed and related securities |  | $                         |      |                        |                         |   |        | $                        | 45                     |  | 9.78                  | %      |  | $                      | 2     |  | 13.08  | % |                        | $ | 603 |  | 7.97 | %
|                                             |  |                           |       |                        |                          |   |        |                          |                        |  |                       |        |  |                        |       |  |        |   |                        |   |     |  |      |  
|Available for sale:                          |  |                           |       |                        |                          |   |        |                          |                        |  |                       |        |  |                        |       |  |        |   |                        |   |     |  |      |  
|Mortgage-backed securities                   |  | $                         |      |                        |                         |   |        | $                        | 213                    |  | 5.99                  | %      |  | $                      | 3,380 |  | 3.82   | % |                        | $ | 589 |  | 7.14 | %



Expected maturities of
mortgage-backed securities will differ from contractual maturities due to scheduled repayments and because borrowers may have the right to call or prepay obligations with or without prepayment penalties. At September 30, 2005, Pulaski
Financials portfolio did not include any callable securities. This table does not take into consideration the effects of scheduled repayments or the effects of possible prepayments.



Sources of Funds



General. Deposits, loan repayments, loan sales and FHLB borrowings are the major sources of our funds for lending and other investment purposes.
Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are influenced significantly by general interest rates and money market conditions. Borrowings from FHLB-Des Moines, other
borrowing arrangements and proceeds from the issuance of trust preferred securities, may be used to compensate for reductions in the availability of funds from other sources.



Deposit Accounts.Our depositors reside predominately in the State of Missouri. Deposits are attracted from within
our market area through the offering of a broad selection of commercial and retail deposit instruments, including checking accounts, negotiable order of withdrawal (NOW) accounts, money market deposit accounts, regular savings accounts,
certificates of deposit, retirement savings plans and treasury management services. Deposit account terms vary according to the minimum balance required, the time periods the funds must remain on deposit, and the interest rate, among other factors.
In determining the terms of our deposit accounts, we consider current market interest rates, the pricing of competitors, our profitability, matching deposit and loan products and our customer preferences and concerns. Our Asset Liability Committee
regularly reviews our deposit mix and pricing. We supplement our deposits through brokered certificates of deposit and, to a lesser extent, municipal deposits.



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TABLE 11: Deposits



|                                        |  |                        |         |                  |        |   |        |      |                  |  |        |        |  |                  |         |  |        |  
|--------------------------------------- |  | ---------------------- | ------- | ---------------- | ------ | - | ------ | ---- | ---------------- |  | ------ | ------ |  | ---------------- | ------- |  | ------ | -
|                                        |  | At September 30,       |        
|                                        |  | 2005                   |         |                  | 2004   |   |        | 2003 |                 
|                                        |  | Amount                 |         | Percent of Total |        |   | Amount |      | Percent of Total |  |        | Amount |  | Percent of Total |        
|                                        |  | (Dollars in thousands) |        
|Non-interest-bearing checking           |  | $                      | 30,039  |                  | 5.76   | % |        | $    | 16,207           |  | 3.98   | %      |  | $                | 9,395   |  | 3.00   | %
|Interest-bearing checking               |  |                        | 30,962  |                  | 5.94   |   |        |      | 35,243           |  | 8.66   |        |  |                  | 25,848  |  | 8.24   |  
|Passbook savings accounts               |  |                        | 32,364  |                  | 6.20   |   |        |      | 33,702           |  | 8.28   |        |  |                  | 32,657  |  | 10.41  |  
|Money market                            |  |                        | 87,172  |                  | 16.71  |   |        |      | 80,006           |  | 19.67  |        |  |                  | 64,337  |  | 20.52  |  
|Certificates which mature (1):          |  |                        |         |                  |        |   |        |      |                  |  |        |        |  |                  |         |  |        |  
|Within 1 year                           |  |                        | 189,569 |                  | 36.35  |   |        |      | 164,621          |  | 40.48  |        |  |                  | 139,595 |  | 44.51  |  
|After 1 year, but within 3 years        |  |                        | 68,483  |                  | 13.13  |   |        |      | 70,910           |  | 17.43  |        |  |                  | 29,481  |  | 9.40   |  
|Certificate maturing Thereafter         |  |                        | 82,957  |                  | 15.91  |   |        |      | 6,109            |  | 1.50   |        |  |                  | 12,294  |  | 3.92   |  
|                                        |  |                        |         |                  |        |   |        |      |                  |  |        |        |  |                  |         |  |        |  
|Total                                   |  | $                      | 521,546 |                  | 100.00 | % |        | $    | 406,798          |  | 100.00 | %      |  | $                | 313,607 |  | 100.00 | %
|                                        |  |                        |         |                  |        |   |        |      |                  |  |        |        |  |                  |         |  |        |  
|Less: deposit liabilities held for sale |  |                        | 25,375  |                  |        |   |        |      |                  |  |        |        |  |                  |         |  |        |  
|                                        |  |                        |         |                  |        |   |        |      |                  |  |        |        |  |                  |         |  |        |  
|Total                                   |  | $                      | 496,171 |                  |        |   |        |      |                  |  |        |        |  |                  |         |  |        |  
|                                        |  |                        |         |                  |        |   |        |      |                  |  |        |        |  |                  |         |  |        |  

---

|(1) | At September 30, 2005, 2004 and 2003, jumbo certificates amounted to $ 164.1million, $103.2 million and $62.5 million, respectively. Of the $164.1 million, $1.8 million relates
to deposit liabilities held for sale.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



TABLE 12: Jumbo CDs



|                         |  |                                 |        
|------------------------ |  | ------------------------------- | -------
|                         |  | Amount as of September 30, 2005
|                         |  | (In thousands)                 
|Maturity Period          |  |                                 |        
|Three months or less     |  | $                               | 29,038 
|Over 3 through 6 months  |  |                                 | 12,853 
|Over 6 through 12 months |  |                                 | 22,505 
|Over 12 months           |  |                                 | 99,760 
|                         |  |                                 |        
|Total                    |  | $                               | 164,156
|                         |  |                                 |        



Jumbo
certificates of deposit represent minimum deposits of $100,000 and are not issued at premium interest rates; however, special rates are offered to President Club members who have deposits of $50,000 or more.



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TABLE 13: Time Deposits by Rates



|             |  |                          |         |      |   |         |  |   |        
|------------ |  | ------------------------ | ------- | ---- | - | ------- |  | - | -------
|             |  | Year Ended September 30,
|             |  | 2005                     |         | 2004 |   | 2003   
|             |  | (In thousands)          
|0.00- 1.99%  |  | $                        | 20,999  |      | $ | 141,154 |  | $ | 90,188 
|2.00 - 2.99% |  |                          | 54,363  |      |   | 60,548  |  |   | 53,479 
|3.00 - 3.99% |  |                          | 242,013 |      |   | 27,326  |  |   | 19,336 
|4.00 - 4.99% |  |                          | 22,609  |      |   | 10,911  |  |   | 14,925 
|5.00 - 5.99% |  |                          | 992     |      |   | 1,577   |  |   | 3,313  
|6.00 - 6.99% |  |                          | 33      |      |   |        |  |   |       
|7.00 - 7.99% |  |                          |        |      |   | 124     |  |   | 128    
|             |  |                          |         |      |   |         |  |   |        
|Total        |  | $                        | 341,009 |      | $ | 241,640 |  | $ | 181,369
|             |  |                          |         |      |   |         |  |   |        



TABLE 14: Time Deposits by
Maturities



|             |  |                                     |         |                                 |   |                                  |  |                                  |        |            |   |        |  |   |        |  |   |        
|------------ |  | ----------------------------------- | ------- | ------------------------------- | - | -------------------------------- |  | -------------------------------- | ------ | ---------- | - | ------ |  | - | ------ |  | - | -------
|             |  | Amount Due as of September 30, 2005
|             |  | Within One Year                     |         | After 1 Year But Within 2 Years |   | After 2 Years But Within 3 Years |  | After 3 Years But Within 4 Years |        | Thereafter |   | Total 
|0.00 - 1.99% |  | $                                   | 18,953  |                                 | $ | 2,011                            |  | $                                | 35     |            | $ |       |  | $ |       |  | $ | 20,999 
|2.00 - 2.99% |  |                                     | 48,245  |                                 |   | 2,804                            |  |                                  | 2,293  |            |   | 812    |  |   | 209    |  |   | 54,363 
|3.00 - 3.99% |  |                                     | 120,731 |                                 |   | 30,069                           |  |                                  | 10,950 |            |   | 10,265 |  |   | 69,998 |  |   | 242,013
|4.00 - 4.99% |  |                                     | 1,381   |                                 |   | 18,250                           |  |                                  | 1,305  |            |   | 338    |  |   | 1,335  |  |   | 22,609 
|5.00 - 5.99% |  |                                     | 259     |                                 |   | 733                              |  |                                  |       |            |   |       |  |   |       |  |   | 992    
|6.00 - 6.99% |  |                                     |        |                                 |   | 33                               |  |                                  |       |            |   |       |  |   |       |  |   | 33     
|7.00 - 7.99% |  |                                     |        |                                 |   |                                 |  |                                  |       |            |   |       |  |   |       |  |   |       
|             |  |                                     |         |                                 |   |                                  |  |                                  |        |            |   |        |  |   |        |  |   |        
|Total        |  | $                                   | 189,569 |                                 | $ | 53,900                           |  | $                                | 14,583 |            | $ | 11,415 |  | $ | 71,542 |  | $ | 341,009
|             |  |                                     |         |                                 |   |                                  |  |                                  |        |            |   |        |  |   |        |  |   |        



TABLE 15: Deposit Activity



|                                        |  |                           |         |      |   |         |  |   |        
|--------------------------------------- |  | ------------------------- | ------- | ---- | - | ------- |  | - | -------
|                                        |  | Years Ended September 30,
|                                        |  | 2005                      |         | 2004 |   | 2003   
|                                        |  | (In thousands)           
|Beginning balance                       |  | $                         | 406,799 |      | $ | 313,607 |  | $ | 201,270
|                                        |  |                           |         |      |   |         |  |   |        
|Net increase before interest credited   |  |                           | 109,562 |      |   | 92,001  |  |   | 110,934
|Interest credited                       |  |                           | 5,185   |      |   | 1,191   |  |   | 1,403  
|                                        |  |                           |         |      |   |         |  |   |        
|Net increase in savings deposits        |  |                           | 114,747 |      |   | 93,192  |  |   | 112,337
|                                        |  |                           |         |      |   |         |  |   |        
|Ending balance                          |  | $                         | 521,546 |      | $ | 406,799 |  | $ | 313,607
|                                        |  |                           |         |      |   |         |  |   |        
|Less: deposit liabilities held for sale |  |                           | 25,375  |      |   |         |  |   |        
|                                        |  |                           |         |      |   |         |  |   |        
|Total                                   |  | $                         | 496,171 |      |   |         |  |   |        
|                                        |  |                           |         |      |   |         |  |   |        



Borrowings. We
use advances from the FHLB-Des Moines to supplement our supply of lendable funds and to meet deposit withdrawal requirements. The FHLB-Des Moines functions as a central reserve bank providing credit for savings associations and certain other member
financial institutions. As a member,



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we are required to own capital stock in the FHLB-Des Moines and we are authorized to apply for advances on the security of such stock and certain of our
mortgage loans and other assets (principally securities which are obligations of, or guaranteed by, the U.S. Government) provided certain creditworthiness standards have been met. Advances are made pursuant to several different credit programs. Each
credit program has its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based on the financial condition of the member institution and the adequacy of collateral pledged to secure the
credit. The line of credit is subject to available collateral of one- to four-family residential loans, home equity loans and loans held for sale. Periodically, the FHLB performs collateral audits in order to review the quality of the collateral,
which could result in reduced borrowing capacity.



We have
supported our continued growth through two issuances of subordinated debentures from two separate special purpose trusts that are wholly-owned subsidiaries of Pulaski Financial. At September 30, 2005, we had outstanding subordinated debentures
totaling $19.6 million. Payments of the principal and interest on the subordinated debentures of these special purpose trusts are unconditionally guaranteed by Pulaski Financial. Further, the accompanying junior subordinated debentures we issued to
the special purpose trusts are senior to our shares of common stock.



TABLE
16: FHLB Advances



|                                                    |  |                           |         |   |      |   |         |      |  |   |         |  
|--------------------------------------------------- |  | ------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                    |  | Years Ended September 30, |        
|                                                    |  | 2005                      |         |   | 2004 |   |         | 2003 | 
|                                                    |  | (Dollars in thousands)    |        
|Maximum balance at any month end, during the period |  | $                         | 189,600 |   |      | $ | 160,500 |      |  | $ | 154,000 |  
|Average balance, during the period                  |  |                           | 163,071 |   |      |   | 96,023  |      |  |   | 122,084 |  
|Period end balance                                  |  |                           | 171,000 |   |      |   | 154,600 |      |  |   | 31,500  |  
|Weighted average interest rate:                     |  |                           |         |   |      |   |         |      |  |   |         |  
|At end of period                                    |  |                           | 3.93    | % |      |   | 2.53    | %    |  |   | 4.55    | %
|During the period                                   |  |                           | 3.32    | % |      |   | 2.45    | %    |  |   | 2.71    | %



Non-Banking Operations



We have a title insurance business, which is a division
of the Bank, that began operations in the third quarter of fiscal 2004. The division provides traditional title insurance services and products, including owners policies of insurance, lenders policies of insurance and miscellaneous
title information products (e.g., letter reports). The policies are issued primarily on residential transactions; however, the division also performs certain commercial transactions.Customers of the title division consist primarily of
residential mortgage customers that have been referred to the title division.



We also operate a fixed income sales division that was formed in early fiscal 2005. The division was formed following the hiring of five veteran management and sales personnel who have an average of 20 years
experience in fixed income investment trading and sales. The business consists primarily of buying and selling bonds for community bank investment portfolio managers in Missouri, Illinois and surrounding states. The business will not include
developing portfolio for trading for us.



The Banks
subsidiary, Pulaski Service Corporation, sells insurance products and annuities. Federal savings associations generally may invest up to 3% of their assets in service corporations, provided that any amount in excess of 2% is used primarily for
community, inner city and community development projects. At September 30, 2005, the Banks equity investment in its subsidiary was $562,347 or .072% of the Banks assets.



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Personnel



As of September 30, 2005, we had the equivalent of 327 full-time employees. The employees are not represented by a collective bargaining unit, and we
believe our relationship with our employees is good.



Executive Officers of
the Registrant



The following table sets forth certain
information regarding the executive officers of Pulaski Financial and the Bank.



|                        |  |         |  |                                     
|----------------------- |  | ------- |  | ------------------------------------
|Name                    |  | Age (1) |  | Position                            
|William A. Donius       |  | 47      |  | Chairman and Chief Executive Officer
|Ramsey K. Hamadi        |  | 36      |  | Chief Financial Officer             
|Christopher K. Reichert |  | 41      |  | Executive Vice President            

---

|(1) | As of September 30, 2005.
|--- | -------------------------



Biographical Information



Set forth below is certain information regarding the executive officers of Pulaski Financial and the Bank. Unless otherwise stated, each executive officer
has held his current occupation for the last five years. There are no family relationships among the executive officers.



William A. Donius has served as Chairman and Chief Executive Officer of the Bank since December 1, 1997. Mr. Donius is also the Chairman
of the Board of Pulaski Financial Corp.



Ramsey K. Hamadijoined the Bank in June 2000 as Controller before being named Chief Financial Officer in July 2001. Prior to joining the Bank, Mr. Hamadi was a Safety and Soundness Examiner at the Federal Reserve Bank of St. Louis.



Christopher K. Reichert joined the Bank in 1999 as Senior Vice
President of Lending before being named Executive Vice President in January 2001.



RISK FACTORS



An
investment in shares of our common stock involves various risks. Before deciding to invest in our common stock, you should carefully consider the risks described below in conjunction with the other information in this annual report on Form 10-K and
information incorporated by reference into this annual report on Form 10-K, including our consolidated financial statements and related notes. Our business, financial condition and results of operations could be harmed by any of the following risks
or by other risks that have not been identified or that we may believe are immaterial or unlikely. The value or market price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. The risks
discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.



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Our business strategy includes the continuation of significant growth plans, and our financial condition and
results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.



Our assets have increased $368.9 million, or 91.9%, from $401.4 million at September 30, 2003 to $789.9 million at September 30, 2005, primarily
due to increases in residential, home equity and commercial loans. We expect to continue to experience growth in the amount of our assets, the level of our deposits and the scale of our operations. Achieving our growth targets requires us to attract
customers that currently bank at other financial institutions in our market, thereby increasing our share of the market. Our ability to successfully grow will depend on a variety of factors, including our ability to attract and retain experienced
bankers, the continued availability of desirable business opportunities, the competitive responses from other financial institutions in our market areas and our ability to manage our growth. While we believe we have the management resources and
internal systems in place to successfully manage our future growth, there can be no assurance growth opportunities will be available or that we will successfully manage our growth. If we do not manage our growth effectively, we may not be able to
achieve our business plan, and our business and prospects could be harmed.



Our recent results may not be indicative of our future operating results.



We have achieved significant growth in earnings per share in recent years. For example, net income per share (diluted) grew from $0.36 for the year ended
September 30, 2001 to $0.85 for the year ended September 30, 2005. Our strong performance during this time period was, in part, the result of an extremely favorable residential mortgage financing market. In the future, we may not have the
benefit of a favorable interest rate environment or a strong residential mortgage market. Various factors, such as economic conditions, regulatory and legislative considerations and competition, may also impede or restrict our ability to increase
earnings at this same rate.



Most of the residential mortgage loans in
our portfolio do not conform to secondary market requirements, which may make them riskier and more difficult to sell.



Most of the residential mortgage loans that we retain in our loan portfolio do not conform to or satisfy the requirements for sale in the secondary
market. These loans generally do not conform to Fannie Mae or Freddie Mac underwriting guidelines as a result of characteristics of the property, the loan terms or exceptions from agency underwriting guidelines. For example, we may make loans to
borrowers who provide limited or no documentation of assets or income and have higher debt-to-income ratios than our loans conforming to secondary market guidelines. At September 30, 2005, our mortgage loan portfolio contained mostly
non-conforming loans and included $61.6 million of loans with a combined loan-to-value ratio greater than 90% and $17.1 million of mortgage loans rated at the lowest acceptable internal credit grading level. Nonconforming one- to four-family
residential loans are generally considered to have an increased risk of delinquency and foreclosure than conforming loans and may result in higher levels of realized loss. Although we have not experienced such increased delinquencies or foreclosures
in the current economy, we cannot assure you that our nonconforming loan portfolio would not be adversely affected in the event of a downturn in regional economic conditions. Furthermore, nonconforming loans are not as readily saleable as loans that
conform to agency guidelines and often can be sold only after discounting the purchase price.



High loan-to-value ratios on a significant portion of our residential mortgage and home equity line of credit portfolios expose us to greater risk of loss.



Many of our residential mortgage loans are secured by liens on mortgage
properties in which the borrowers have little or no equity because we originated upon purchase of the underlying residence a first



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mortgage with an 80% loan-to-value ratio and a concurrent second mortgage with a combined loan-to-value ratio of up to 100%. At September 30, 2005,
approximately $61.6 million, or 24%, of our $255.7 million residential mortgage loan portfolio had original combined loan-to-value ratios in excess of 90%. In addition, our home equity lines of credit may have, when added to existing senior lien
balances, a post-funding combined loan-to-value ratio of up to 100% of the value of the home securing the loan. At September 30, 2005, we held $5.3 million of uninsured home equity lines of credit with a combined loan-to-value ratio in excess
of 90%. Our average loan to value ratio in our home equity line of credit portfolio is approximately 77%. Residential loans with high combined loan-to-value ratios will be more sensitive to declining property values than would those with lower
combined loan-to-value ratios and, therefore, may experience a higher incidence of default and severity of losses. In addition, if the borrowers sell their homes, such borrowers may be unable to repay their loans in full from the sale.



The unseasoned nature of our commercial loan portfolio may result in errors in
judging its collectibility, which may lead to additional provisions or charge-offs, which would hurt our profits.



Our commercial divisions loan portfolio, which includes loans secured by commercial, multi-family and residential real estate as well as business
assets, has increased from $13.7 million, or 4.8% of total loans, at September 30, 2003 to $179.3 million, or 27.8% of total loans, at September 30, 2005. A large portion of our commercial loan portfolio is unseasoned and our limited
experience in originating these types of loans does not provide us with a significant payment history pattern with which to judge future collectibility. These loans have also not been subjected to unfavorable economic conditions. As a result, it is
difficult to predict the future performance of this part of our loan portfolio. These loans may have delinquency or charge-off levels above our historical experience, which could adversely affect our future performance. Further, commercial loans
generally have larger balances and involve a greater risk than one- to four-family residential mortgage loans. Accordingly, if we make any errors in judgment in the collectibility of our commercial loans, any resulting charge-offs may be larger on a
per loan basis than those incurred with our residential mortgage loan portfolio.



We may be unable to successfully integrate CWE Bancorps operations and retain CWE Bancorps employees.



Our pending acquisition of CWE Bancorp, Inc. involves the integration of two companies that have previously operated independently. The difficulties of
combining the operations of the two companies include: integrating personnel with different business backgrounds; combining different corporate cultures; and retaining key employees. The process of integrating operations could cause an interruption
of, or loss of momentum in, the activities of the business and the loss of customers and key personnel. The integration of the two companies will require the experience and expertise of certain key employees of CWE Bancorp whom we expect to retain.
We may not be successful in retaining these employees for the time period necessary to successfully integrate CWE Bancorps operations into ours. The diversion of managements attention and any delays or difficulties encountered in
connection with the merger and the integration of the two companies operations could have an adverse effect on our business and results of operations following the acquisition.



An increase in interest rates may reduce our mortgage revenues, which would negatively impact our non-interest income.



Our mortgage banking operations provide a significant
portion of our non-interest income. We generate mortgage revenues primarily from gains on the sale of loans to investors on a servicing released basis. In a rising or higher interest rate environment, our originations of mortgage loans may decrease,
resulting in fewer loans that are available to be sold to investors. This would result in a decrease in mortgage revenues and a



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corresponding decrease in non-interest income. In addition, our results of operations are affected by the amount of non-interest expenses associated with
mortgage banking activities, such as salaries and employee benefits, occupancy, equipment and data processing expense and other operating costs. During periods of reduced loan demand, our results of operations may be adversely affected to the extent
that we are unable to reduce expenses commensurate with the decline in loan originations.



If the value of real estate in the St. Louis and Kansas City metropolitan areas were to decline materially, a significant portion of our loan portfolio could become under-collateralized, which could have a
material adverse effect on us.



With most of our loans
concentrated in the St. Louis and Kansas City metropolitan areas, a decline in local economic conditions could adversely affect the value of the real estate collateral securing our loans. A decline in property values would diminish our ability to
recover on defaulted loans by selling the real estate collateral, making it more likely that we would suffer losses on defaulted loans. Additionally, a decrease in asset quality could require additions to our allowance for loan losses through
increased provisions for loan losses, which would hurt our profits. Also, a decline in local economic conditions may have a greater effect on our earnings and capital than on the earnings and capital of larger financial institutions whose real
estate loan portfolios are more geographically diverse. Real estate values are affected by various factors in addition to local economic conditions, including, among other things, changes in general or regional economic conditions, governmental
rules or policies and natural disasters.



Our business is subject to the
success of the local economy in which we operate.



Because the majority of our borrowers and depositors are individuals and businesses located and doing business in the St. Louis metropolitan area, our success depends to a significant extent upon economic conditions in the St. Louis
metropolitan area. Adverse economic conditions in our market area could reduce our growth rate, affect the ability of our customers to repay their loans and generally affect our financial condition and results of operations. Conditions such as
inflation, recession, unemployment, high interest rates, short money supply, scarce natural resources, international disorders, terrorism and other factors beyond our control may adversely affect our profitability. We are less able than a larger
institution to spread the risks of unfavorable local economic conditions across a large number of diversified economies. Any sustained period of increased payment delinquencies, foreclosures or losses caused by adverse market or economic conditions
in the State of Missouri could adversely affect the value of our assets, revenues, results of operations and financial condition. Moreover, we cannot give any assurance we will benefit from any market growth or favorable economic conditions in our
primary market areas if they do occur.



The building of market share
through our branching strategy could cause our expenses to increase faster than revenues.



We intend to continue to build market share in the St. Louis metropolitan area through our branching strategy. We are planning three new branches that we
intend to open within the next 24 months. There are considerable costs involved in opening branches and new branches generally require a period of time to generate sufficient revenues to offset their costs, especially in areas in which we do not
have an established presence. Accordingly, any new branch can be expected to negatively impact our earnings for some period of time until the branch reaches certain economies of scale. Our expenses could be further increased if we encounter delays
in the opening of any of our new branches. Finally, we have no assurance our new branches will be successful even after they have been established.



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Our continued pace of growth may require us to raise additional capital in the future, but that capital may not be
available when it is needed.



We are required by
federal regulatory authorities to maintain adequate levels of capital to support our operations. We anticipate that we have sufficient capital resources to satisfy our capital requirements for the foreseeable future. We may at some point, however,
need to raise additional capital to support our continued growth. If we raise capital through the issuance of additional shares of our common stock or other securities, it would dilute the ownership interests of existing shareholders and may dilute
the per share book value of our common stock. New investors may also have rights, preferences and privileges senior to our current shareholders which may adversely impact our current shareholders.



Our ability to raise additional capital, if needed, will depend on conditions
in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we cannot assure you of our ability to raise additional capital, if needed, on terms acceptable to us. If we cannot raise additional
capital when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired.



Our wholesale funding sources may prove insufficient to replace deposits at maturity and support our future growth.



We must maintain sufficient funds to respond to the needs of depositors and
borrowers. As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments. As we continue to grow, we are likely to become more dependent on these
sources, which include Federal Home Loan Bank advances, proceeds from the sale of loans, brokered certificates of deposit and a line of credit from another financial institution. At September 30, 2005, we had approximately $171.0 million of
FHLB advances outstanding with an additional $104.5 million available borrowing capacity, $118.9 million in brokered certificates of deposit and an additional $12.0 million in unused liquidity through a correspondent bank line of credit. If we were
to become less than well capitalized, as defined by applicable Office of Thrift Supervision regulations, it would materially restrict our ability to acquire and retain brokered certificates of deposit. Additionally, adverse operating
results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources. Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate
financing is not available to accommodate future growth at acceptable interest rates. Finally, if we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover
our costs. In this case, our operating margins and profitability would be adversely affected.



Competition from financial institutions and other financial service providers may adversely affect our growth and profitability.



The banking business is highly competitive and we experience competition in each of our markets from many other financial
institutions. We compete with commercial banks, credit unions, savings and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds, and other mutual funds, as well as
other super-regional, national and international financial institutions that operate offices in our primary market areas and elsewhere.



We compete with these institutions both in attracting deposits and in making loans. This competition has made it more difficult for us to make new loans
and has occasionally forced us to offer higher deposit rates. Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which reduces net interest income. Many of our competitors are
larger financial institutions.



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While we believe we can and do successfully compete with these other financial institutions in our primary markets, we may face a competitive disadvantage as
a result of our smaller size, smaller resources and smaller lending limits, lack of geographic diversification and inability to spread our marketing costs across a broader market. In recent years, several new financial institutions have formed in
the St. Louis area. These de novo banks may price their loans and deposits aggressively in order to attract customers. Although we compete by concentrating our marketing efforts in our primary markets with local advertisements, personal contacts,
and greater flexibility and responsiveness in working with local customers, we can give no assurance this strategy will be successful.



Fluctuations in interest rates could reduce our profitability and affect the value of our assets.



Like other financial institutions, we are subject to interest rate risk. Our
primary source of income is net interest income, which is the difference between interest earned on loans and investments and the interest paid on deposits and borrowings. We expect that we will periodically experience imbalances in the interest
rate sensitivities of our assets and liabilities and the relationships of various interest rates to each other. Over any defined period of time, our interest-earning assets may be more sensitive to changes in market interest rates than our
interest-bearing liabilities, or vice versa. In addition, the individual market interest rates underlying our loan and deposit products (e.g., prime) may not change to the same degree over a given time period. In any event, if market interest
rates should move contrary to our position, our earnings may be negatively affected. In addition, loan volume and quality and deposit volume and mix can be affected by market interest rates. Changes in levels of market interest rates could
materially adversely affect our net interest spread, asset quality, origination volume and overall profitability.



Interest rates have recently been at historically low levels. However, between June 30, 2004 and December 1, 2005, the U.S. Federal Reserve has
increased its target for the federal funds rate twelve times, from 1.00% to 4.00%. While these short-term market interest rates (which we use as a guide to price our deposits) have increased, longer-term market interest rates (which we use as a
guide to price our longer-term loans) have not. This flattening of the market yield curve has had a negative impact on our interest rate spread and net interest margin to date. If short-term interest rates continue to rise, and if rates
on our deposits and borrowings continue to reprice upwards faster than the rates on our long-term loans and investments, we would experience further compression of our interest rate spread and net interest margin, which would have a negative effect
on our profitability.



We principally manage interest rate risk
by managing our volume and mix of our earning assets and funding liabilities. In a changing interest rate environment, we may not be able to manage this risk effectively. If we are unable to manage interest rate risk effectively, our business,
financial condition and results of operations could be materially harmed.



Changes in the level of interest rates also may negatively affect our ability to originate real estate loans, the value of our assets and our ability to realize gains from the sale of our assets, all of which
ultimately affect our earnings.



Our allowance for loan losses may prove
to be insufficient to absorb losses in our loan portfolio.



Like all financial institutions, we maintain an allowance for loan losses to provide for loans in our portfolio that may not be repaid in their entirety. We believe that our allowance for loan losses is maintained at a level adequate to
absorb probable losses inherent in our loan portfolio as of the corresponding balance sheet date. However, our allowance for loan losses may not be sufficient to cover actual loan losses, and future provisions for loan losses could materially
adversely affect our operating results.



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In evaluating the adequacy of our allowance for loan losses, we consider numerous quantitative factors,
including our historical charge-off experience, growth of our loan portfolio, changes in the composition of our loan portfolio and the volume of delinquent and criticized loans. In addition, we use information about specific borrower situations,
including their financial position and estimated collateral values, to estimate the risk and amount of loss for those borrowers. Finally, we also consider many qualitative factors, including general and economic business conditions, duration of the
current business cycle, current general market collateral valuations, trends apparent in any of the factors we take into account and other matters, which are by nature more subjective and fluid. Our estimates of the risk of loss and amount of loss
on any loan are complicated by the significant uncertainties surrounding our borrowers abilities to successfully execute their business models through changing economic environments, competitive challenges and other factors. Because of the
degree of uncertainty and susceptibility of these factors to change, our actual losses may vary from our current estimates.



At September 30, 2005 our allowance for loan losses as a percentage of total loans was 0.97%. Federal regulators, as an integral part of their
examination process, periodically review our allowance for loan losses and may require us to increase our allowance for loan losses by recognizing additional provisions for loan losses charged to expense, or to decrease our allowance for loan losses
by recognizing loan charge-offs, net of recoveries. Any such additional provisions for loan losses or charge-offs, as required by these regulatory agencies, could have a material adverse effect on our financial condition and results of operations.



We are dependent upon the services of our management team.



Our future success and profitability is substantially
dependent upon the management and banking abilities of our senior executives. We believe that our future results will also depend in part upon our attracting and retaining highly skilled and qualified management. We are especially dependent on a
limited number of key management personnel, none of whom has an employment agreement with us, except for our chief executive officer. The loss of the chief executive officer and other senior executive officers could have a material adverse impact on
our operations because other officers may not have the experience and expertise to readily replace these individuals. Competition for such personnel is intense, and we cannot assure you that we will be successful in attracting or retaining such
personnel. Changes in key personnel and their responsibilities may be disruptive to our business and could have a material adverse effect on our business, financial condition and results of operations.



Our failure to continue to recruit and retain qualified loan originators could
adversely affect our ability to compete successfully and affect our profitability.



Our continued success and future growth depend heavily on our ability to attract and retain highly skilled and motivated loan originators and other banking professionals. We compete against many institutions with
greater financial resources both within our industry and in other industries to attract these qualified individuals. Our failure to recruit and retain adequate talent could reduce our ability to compete successfully and adversely affect our business
and profitability.



We operate in a highly regulated environment and we
may be adversely affected by changes in laws and regulations.



Pulaski Bank is subject to extensive regulation, supervision and examination by the Office of Thrift Supervision, its chartering authority, and by the Federal Deposit Insurance Corporation, as insurer of its deposits. Pulaski Financial is
subject to regulation and supervision by the Office of Thrift Supervision. Such regulation and supervision govern the activities in which an institution and its holding company may engage, and are intended primarily for the protection of the
insurance fund and for the depositors and borrowers of



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Pulaski Bank. The regulation and supervision by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation are not intended to protect
the interests of investors in our common stock. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and
determination of the level of our allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. In
addition, the Sarbanes-Oxley Act of 2002, and the related rules and regulations promulgated by the Securities and Exchange Commission and Nasdaq that are now applicable to us, have increased the scope, complexity and cost of corporate governance,
reporting and disclosure practices, including the costs of completing our audit and maintaining our internal controls.



We are subject to security and operational risks relating to our use of technology that could damage our reputation and our business.



Security breaches in our internet banking activities could expose us to
possible liability and damage our reputation. Any compromise of our security also could deter customers from using our internet banking services that involve the transmission of confidential information. We rely on standard internet security systems
to provide the security and authentication necessary to effect secure transmission of data. These precautions may not protect our systems from compromises or breaches of our security measures that could result in damage to our reputation and our
business. Additionally, we outsource our data processing to a third party. If our third party provider encounters difficulties or if we have difficulty in communicating with such third party, it will significantly affect our ability to adequately
process and account for customer transactions, which would significantly affect our business operations.



We may have fewer resources than many of our competitors to invest in technological improvements.



The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. The
effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success will depend, in part, upon our ability to address the needs of our customers by using technology to
provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements.
We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.



Our ability to service our debt, pay dividends and otherwise pay our obligations as they come due is substantially dependent on
capital distributions from Pulaski Bank, and these distributions are subject to regulatory limits and other restrictions.



A substantial source of our income from which we service our debt, pay our obligations and from which we can pay dividends is the receipt of dividends
from Pulaski Bank. The availability of dividends from Pulaski Bank is limited by various statutes and regulations. It is possible, depending upon the financial condition of Pulaski Bank, and other factors, that the applicable regulatory authorities
could assert that payment of dividends or other payments is an unsafe or unsound practice. In the event that Pulaski Bank is unable to pay dividends to us, we may not be able to service our debt, pay our obligations or pay dividends on our common
stock. The inability to receive dividends from Pulaski Bank would adversely affect our business, financial condition, results of operations and prospects.



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REGULATION



General



Pulaski Bank is subject to extensive regulation, examination and supervision by the Office of Thrift Supervision (the OTS), as its chartering
agency, and the FDIC, as the deposit insurer. The Bank is a member of the FHLB System and its deposit accounts are insured up to applicable limits by the SAIF managed by the FDIC. The Bank must file reports with the OTS and the FDIC concerning its
activities and financial condition in addition to obtaining regulatory approvals prior to entering into certain transactions such as mergers with, or acquisitions of, other financial institutions. There are periodic examinations by the OTS and the
FDIC to test the Banks safety and soundness and compliance with various regulatory requirements. This regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily
for the protection of the insurance fund and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies
with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such regulatory requirements and policies, whether by the OTS, the FDIC or through legislation, could have a
material adverse impact on our operations. Pulaski Financial, as a savings and loan holding company, is required to file certain reports with, and otherwise comply with the rules and regulations of the OTS under federal laws. Certain of the
regulatory requirements applicable to the Bank and to Pulaski Financial are referred to below or elsewhere herein.



The description of statutory provisions and regulations set forth in this document do not purport to be a complete description of such statutes and
regulations and their effects on Pulaski Financial and the Bank.



Federal
Savings Institution Regulation



Business
Activities. The activities of federal savings institutions are governed by federal laws and regulations. These laws and regulations delineate the nature and extent of the activities in which federal associations may engage. In particular,
many types of lending authority for federal associations, e.g., commercial, non-residential real property and consumer loans, are limited to a specified percentage of the institutions capital assets.



Loans to One Borrower. Federal laws provide that savings
institutions are generally subject to the national bank limits on loans to one borrower. A savings institution may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of the Banks unimpaired capital and
surplus. An additional amount may be loaned, equal to 10% of unimpaired capital and surplus, if secured by readily-marketable collateral.



QTL Test. Federal law requires savings institutions to meet a qualified thrift lender (QTL) test. Under the test, a savings bank
is required to either be a domestic building and loan association within the definition of the Internal Revenue Code of 1986, as amended (the Code), or maintain at least 65% of its portfolio assets (total assets
less (i) specified liquid assets up to 20% of total assets, (ii) intangibles, including goodwill, and (iii) the value of property used to conduct business) in certain qualified thrift investments (primarily residential
mortgages and related investments, including certain mortgage-backed securities) on a monthly basis in 9 out of every 12 months.



A savings institution that fails the QTL test is subject to certain operating restrictions and may be required to convert to a bank charter. As of
September 30, 2005, the Bank met the QTL test.



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Limitation on Capital Distributions. OTS regulations impose limitations upon all capital
distributions by a savings institution, such as cash dividends, payments to repurchase its shares and payments to shareholders of another institution in a cash-out merger. Under the regulations, an application to and the prior approval of the OTS is
required prior to any capital distribution if the institution does not meet the criteria for expedited treatment of applications under OTS regulations (i.e., generally examination ratings in the two top categories), the total
capital distributions for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years, the institution would be undercapitalized following the distribution or the distribution would otherwise
be contrary to a statute, regulation or agreement with OTS. If an application is not required, the institution must still provide prior notice to OTS of the capital distribution. If the Banks capital fell below its regulatory requirements or
the OTS notified it that it was in need of more than normal supervision, the Banks ability to make capital distributions could be restricted. In addition, the OTS could prohibit a proposed capital distribution by any institution, which would
otherwise be permitted by the regulation, if the OTS determines that such distribution would constitute an unsafe or unsound practice.



Assessments. Savings institutions are required to pay assessments to the OTS to fund the agencys operations. The general assessment,
paid on a semi-annual basis, is computed as a percentage upon the savings institutions total assets, including consolidated subsidiaries, as reported in the Banks latest quarterly thrift financial report.



Branching. The OTS regulations authorize federally chartered
savings associations to branch nationwide to the extent allowed by federal statute. This permits federal savings and loan associations with interstate networks to more easily diversify their loan portfolios and lines of business geographically. The
OTS authority preempts any state law purporting to regulate branching by federal savings institutions.



Community Reinvestment Act. Under the Community Reinvestment Act (CRA), as implemented by OTS regulations, a savings institution
has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements
or programs for financial institutions nor does it limit an institutions discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the OTS,
in connection with its examination of a savings institution, to assess the institutions record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution. The
CRA also requires all institutions to make public disclosure of their CRA ratings. The Bank received a Satisfactory CRA rating in its most recent examination.



Transactions with Related Parties. The Banks authority to engage in certain transactions with
affiliates (i.e., any company that controls or is under common control with an institution, including Pulaski Financial and any non-savings institution subsidiaries) is limited by federal law. The aggregate amount of covered transactions
with any individual affiliate is limited to 10% of the capital and surplus of the savings institution. The aggregate amount of covered transactions with all affiliates is limited to 20% of the savings institutions capital and surplus. Certain
transactions with affiliates are required to be secured by collateral in an amount and of a type described in federal law. The purchase of low quality assets from affiliates is generally prohibited. Transactions with affiliates must be on terms and
under circumstances that are at least as favorable as those prevailing at the time for comparable transactions with non-affiliated companies. In addition, savings institutions are prohibited from lending to any affiliate that is engaged in
activities that are not permissible for bank holding companies and no savings institution may purchase the securities of any affiliate other than a subsidiary.



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The Banks authority to extend credit to executive officers, directors and 10% shareholders
(insiders) as well as entities controlled by such persons is also governed by federal law. Such loans are required to be made on terms substantially the same as those offered to unaffiliated individuals and may not involve more than the
normal risk of repayment. An exception exists for loans made pursuant to a benefit or compensation program that is widely available to all employees of the institution and does not give preference to insiders over other employees. The law limits
both the individual and aggregate amount of loans the Bank may make to insiders based, in part, on the Banks capital position and requires certain board approval procedures to be followed.



Enforcement. The OTS has primary enforcement responsibility
over savings institutions and has the authority to bring actions against the institution and all institution-affiliated parties, including stockholders, and any attorneys, appraisers and accountants who knowingly or recklessly participate in
wrongful action likely to have an adverse effect on an insured institution. Formal enforcement action may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors to institution of
receivership, conservatorship or termination of deposit insurance. Civil penalties cover a wide range of violations and can amount to $25,000 per day, or even $1 million per day in especially egregious cases. The FDIC has the authority to recommend
to the Director of the OTS that enforcement action to be taken with respect to a particular savings institution. If action is not taken by the Director, the FDIC has the authority to take such action under certain circumstances. Federal law also
establishes criminal penalties for certain violations.



Standards for Safety and Soundness. The federal banking agencies have adopted Interagency Guidelines Prescribing Standards for Safety and Soundness. The guidelines set forth the safety and soundness standards that the federal
banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the OTS determines that an institution fails to meet any standard prescribed by the guidelines, the OTS may require the
institution to submit an acceptable plan to achieve compliance with the standard.



Capital Requirements. The OTS capital regulations require savings institutions to meet three minimum capital standards: a 1.5% tangible capital ratio, a 4% leverage ratio (3% for institutions receiving
the highest rating on the CAMELS financial institution rating system), and an 8% risk-based capital ratio. In addition, the prompt corrective action standards discussed below also establish, in effect, a minimum 2% tangible capital standard, a 4%
leverage capital ratio (3% for institutions receiving the highest rating in the CAMELS financial institution rating system) and, together with the risk-based capital standard itself, a 4% Tier I risk-based capital standard. The OTS regulations also
require that, in meeting the tangible, leverage and risk-based capital standards, institutions must generally deduct investments in and loans to subsidiaries engaged in activities as principal that are not permissible for a national bank.



The risk-based capital standard for savings institutions
requires the maintenance of Tier 1 (core) and total capital (which is defined as core capital and supplementary capital) to risk weighted assets of 4% and 8%, respectively. In determining the amount of risk-weighted assets, all assets, including
certain off-balance sheet assets, recourse obligations and direct credit substitutes are multiplied by a risk-weight of 0% to 100%, as assigned by the OTS capital regulation based on the risks OTS believes are inherent in the type of asset. Core
capital is defined as common stockholders equity (including retained earnings), certain non-cumulative perpetual preferred stock and related surplus, and minority interests in equity accounts of consolidated subsidiaries less intangibles other
than certain mortgage servicing rights and credit card relationships. The components of supplementary capital currently include cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible securities, subordinated debt and
intermediate preferred stock and allowance for loan and lease losses. Allowance for loan and lease losses includable in supplementary capital is limited to a maximum of 1.25% of risk-weighted assets and up to 45% of unrealized gains in
available-for-sale



34



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##### Table of Contents

securities with readily determinable fair values. Overall, the amount of supplementary capital included as part of total capital cannot exceed 100% of core
capital.



The OTS also has authority to establish individual
minimum capital requirements in appropriate cases upon a determination that an institutions capital level is or may become inadequate in light of the particular circumstances.



Prompt Corrective Regulatory Action. The OTS is required to take certain supervisory actions against
undercapitalized institutions, the severity of which depends upon the institutions degree of under-capitalization. Generally, a savings institution that has a ratio of total capital to risk-weighted assets of less than 8%, a ratio of Tier I
(core) capital to risk-weighted assets of less than 4% or a ratio of core capital to total assets of less than 4% (3% or less for institutions with the highest examination rating) is considered to be under-capitalized. A savings
institution that has a total risk-based capital ratio less than 6%, a Tier 1 capital ratio of less than 3% or a leverage ratio that is less than 3% is considered to be significantly undercapitalized and a savings institution that has a
tangible capital to assets ratio equal to or less than 2% is deemed to be critically undercapitalized. Subject to a narrow exception, the OTS is required to appoint a receiver or conservator for an institution that is critically
undercapitalized. The regulation also provides that a capital restoration plan must be filed with the OTS within 45 days of the date a savings institution receives notice that it is undercapitalized, significantly
undercapitalized or critically undercapitalized. Compliance with the plan must be guaranteed by any parent holding company. In addition, numerous mandatory supervisory actions become immediately applicable to an undercapitalized
institution, including, but not limited to, increased monitoring by regulators and restrictions on growth, capital distributions and expansion. The OTS could also take any one of a number of discretionary supervisory actions, including the issuance
of a capital directive and the replacement of senior executive officers and directors.



Insurance on Deposit Accounts. The Federal Deposit Insurance Corporation maintains a risk-based system by which institutions are assigned to one of three categories based on their capitalization and one
of three subcategories based on examination ratings and other supervisory information. An institutions assessment rate depends upon the categories to which it is assigned. Assessment rates for Savings Association Insurance Fund member
institutions are determined semiannually by the Federal Deposit Insurance Corporation and currently range from zero basis points of deposits for healthy institutions to 27 basis points of deposits for the riskiest.



The Federal Deposit Insurance Corporation has authority to increase insurance
assessments. A significant increase in Savings Association Insurance Fund insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Bank. Management cannot predict what insurance assessment
rates will be in the future.



Insurance of deposits may be
terminated the Federal Deposit Insurance Corporation upon finding that the institution has engaged in unsafe or unsound practices, is in unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order
or condition imposed by the Federal Deposit Insurance Corporation or the Office of Thrift Supervision. The management of the Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance.



Federal Home Loan Bank System.The Bank is a member
of the FHLB System, which consists of 12 regional FHLBs. The FHLB provides a central credit facility primarily for member institutions. The Bank, as a member of the FHLB, is required to acquire and hold shares of capital stock in that FHLB in an
amount at least equal to 5% of the aggregate or 1/20 of its advances (borrowings) from the FHLB.



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The FHLBs are required to provide funds for the resolution of insolvent thrifts and to contribute funds
for affordable housing programs. These requirements could reduce the amount of dividends that the FHLBs pay to their members and could also result in the FHLBs imposing a higher rate of interest on advances to their members.



Federal Reserve System.The FRB regulations require savings
institutions to maintain non-interest-earning reserves against their transaction accounts (primarily NOW and regular checking accounts). The regulations generally require that, during calendar year 2005, reserves be maintained against aggregate
transaction accounts as follows: a 3% reserve ratio is assessed on net transaction accounts over up to and including $48.3 million; a 10% reserve ratio is applied over $48.3 million. The first $7.8 million of otherwise reservable balances (subject
to adjustments by the FRB) were exempted from the reserve requirements. The Bank has complied with the foregoing requirements.



Holding Company Regulation



Pulaski Financial is a non-diversified unitary savings and loan holding company within the meaning of federal law. The Gramm-Leach-Bliley Act of 1999
provides that no company may acquire control of a savings association after May 4, 1999 unless it engages only in the financial activities permitted for financial holding companies under the law or for multiple savings and loan holding
companies as described below. Further, the Gramm-Leach-Bliley Act specifies that, subject to a grandfather provision, existing savings and loan holding companies may only engage in such activities. Pulaski Financial qualifies for the grandfathering
and is therefore not restricted in terms of its activities. Upon any non-supervisory acquisition by Pulaski Financial of another savings association as a separate subsidiary, Pulaski Financial would become a multiple savings and loan holding company
and would be limited to activities permitted multiple holding companies by OTS regulation. However, OTS has issued an interpretation concluding that multiple savings holding companies may also engage in activities permitted for financial holding
companies, including lending, trust services, insurance activities and underwriting, investment banking and real estate investments.



A savings and loan holding company is prohibited from, directly or indirectly, acquiring more than 5% of the voting stock of another savings institution
or savings and loan holding company, without prior written approval of the Office of Thrift Supervision and from acquiring or retaining control of a depository institution that is not insured by the Federal Deposit Insurance Corporation. In
evaluating applications by holding companies to acquire savings institutions, the Office of Thrift Supervision considers the financial and managerial resources and future prospects of the company and institution involved, the effect of the
acquisition on the risk to the deposit insurance funds, the convenience and needs of the community and competitive factors.



The Office of Thrift Supervision may not approve any acquisition that would result in a multiple savings and loan holding company controlling savings
institutions in more than one state, subject to two exceptions; (i) the approval of interstate supervisory acquisitions by savings and loan holding companies and (ii) the acquisition of a savings institution in another state if the laws of
the state of the target savings institution specifically permit such acquisitions. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.



Although savings and loan holding companies are not currently subject to
specific capital requirements or specific restrictions on the payment of dividends or other capital distributions, federal regulations do prescribe such restrictions on subsidiary savings institutions as described below. The Bank must notify the
Office of Thrift Supervision 30 days before declaring any dividend to Pulaski Financial. In addition, the financial impact of a holding company on its subsidiary institution is a matter that is evaluated



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##### Table of Contents

by the Office of Thrift Supervision and the agency has authority to order cessation of activities or divestiture of subsidiaries deemed to pose a threat to
the safety and soundness of the institution.



Acquisition
of Pulaski Financial.Under the Federal Change in Bank Control Act (CIBCA), a notice must be submitted to the Office of Thrift Supervision if any person (including a company), a group acting in concert, seeks to acquire
10% or more of Pulaski Financials outstanding voting stock, unless the Office of Thrift Supervision has found that the acquisition will not result in a change in control of Pulaski Financial. Under the CIBCA, the Office of Thrift Supervision
has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the anti-trust effect of the acquisition. Any company that so acquires control
would then be subject to regulation as a savings and loan holding company.



37



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##### Table of Contents

|Item 2. | Properties
|------- | ----------



The Bank conducts its business through eight full-service banking offices. The following table sets forth information on those offices as of
September 30, 2005.



|                                                          |  |                        |  |                   |       |              |        |     |                            |       
|--------------------------------------------------------- |  | ---------------------- |  | ----------------- | ----- | ------------ | ------ | --- | -------------------------- | ------
|Location                                                  |  | YearOpened             |  | Net BookValue (1) |       | Owned/Leased |        |     | Approximate Square Footage
|                                                          |  | (Dollars in thousands)
|Main Office:                                              |  |                        |  |                   |       |              |        |     |                            |       
|12300 Olive Boulevard St. Louis, Missouri 63141           |  | 1978                   |  | $                 | 3,851 |              | Owned  |     |                            | 29,000
|                                                          |  |                        |  |                  
|Branch Offices:                                           |  |                        |  |                   |       |              |        |     |                            |       
|199 Jamestown Mall Florissant, Missouri 63034             |  | 1998                   |  |                   | 41    |              | Leased | (2) |                            | 2,500 
|                                                          |  |                        |  |                  
|3760 South Grand Avenue St. Louis, Missouri 63118         |  | 1967                   |  |                   | 600   |              | Owned  |     |                            | 3,500 
|                                                          |  |                        |  |                  
|4226 Bayless Road St. Louis, Missouri 63123               |  | 2001                   |  |                   | 628   |              | Owned  | (3) |                            | 3,200 
|                                                          |  |                        |  |                  
|1928 Zumbehl Road St. Charles, Missouri 63303             |  | 2000                   |  |                   | 837   |              | Owned  |     |                            | 2,800 
|                                                          |  |                        |  |                  
|1700 OFallon Road OFallon, Missouri 63304               |  | 2003                   |  |                   | 1,412 |              | Owned  |     |                            | 4,000 
|                                                          |  |                        |  |                  
|8442 Wornall Road Kansas City, Missouri 64114             |  | 2003                   |  |                   | 574   |              | Owned  | (4) |                            | 3,500 
|                                                          |  |                        |  |                  
|17701 Edison Road, Suite 100 Chesterfield, Missouri 63005 |  | 2005                   |  |                   | 1,740 |              | Owned  |     |                            | 3,800 
|                                                          |  |                        |  |                  
|Other Offices:                                            |  |                        |  |                   |       |              |        |     |                            |       
|12152 Olive Boulevard St. Louis, Missouri 63141           |  | 2002                   |  |                   | 38    |              | Leased | (5) |                            | 5,000 
|                                                          |  |                        |  |                  
|6600 College Boulevard Overland Park, Kansas 66211        |  | 2002                   |  |                   | 396   |              | Leased | (6) |                            | 10,045
|                                                          |  |                        |  |                  
|One Pulaski Center Drive St. Louis, Missouri 63141        |  | 2003                   |  |                   | 3,370 |              | Owned  | (7) |                            | 26,000
|                                                          |  |                        |  |                  
|6510 Clayton Road (8) St. Louis, Missouri 63117           |  |                        |  |                   | 746   |              |        |     |                            |       

---

|(1) | Represents the net book value of land, buildings, furniture, fixtures and equipment owned by the Bank.
|--- | ------------------------------------------------------------------------------------------------------



|(2) | Includes the period the office was located at 6955 Parker Road at Highway 367 in Florissant. The office was moved to its current site in October 1998. Lease expires on
August 31, 2006.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | The Bank purchased the building at 4226 Bayless Road and disposed of the lease of the former office location 4225 Bayless Road in January 2001.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------



|(4) | On October 7, 2005, the Bank entered into an agreement with UMB Bank, N.A. to sell the branch. The sale is expected to occur in the first quarter of 2006.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Lease expires August 31, 2007.
|--- | ------------------------------



|(6) | Houses mortgage lending division. Lease expires October 31, 2008.
|--- | -----------------------------------------------------------------



|(7) | Houses the mortgage lending division.
|--- | -------------------------------------



|(8) | Consists of land purchased and earnest money for the Clayton Road site.
|--- | -----------------------------------------------------------------------



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##### Table of Contents

|Item 3. | Legal Proceedings
|------- | -----------------



Pulaski Financial is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business
which, in the aggregate, involve amounts which are believed by management to be immaterial to the financial condition and results of operations of Pulaski Financial.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------



None.



PART II



|Item 5. | Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ----------------------------------------------------------------------------------------------------------------



The information required by this item is incorporated herein by reference to
the section captioned Common Stock Information in the Annual Report to Stockholders.



|                                             |  |                                             |  |                                          |       |                                                                                            |     |                                                                                                                         |       
|-------------------------------------------- |  | ------------------------------------------- |  | ---------------------------------------- | ----- | ------------------------------------------------------------------------------------------ | --- | ----------------------------------------------------------------------------------------------------------------------- | ------
|ISSUER PURCHASES OF EQUITY SECURITIES       
|Period                                       |  | (a) TotalNumber ofShares (orUnits)Purchased |  | (b) AveragePrice Paid perShare (or Unit) |       | (c) Total Number ofShares (or Units)Purchased as Partof PubliclyAnnounced Plansor Programs |     | (d) Maximum Number (orapproximate Dollar Value) of Shares(or Units)
thatMay Yet Be PurchasedUnder the Plans or Programs
|July 1, 2005 through July 31, 2005           |  |                                            |  |                                          |      |                                                                                            |    |                                                                                                                         | 26,138
|August 1, 2005 through August 31, 2005       |  | 349                                         |  | $                                        | 16.70 |                                                                                            | 349 |                                                                                                                         | 25,789
|September 1, 2005 through September 30, 2006 |  |                                            |  |                                          |      |                                                                                            |    |                                                                                                                         | 25,789
|Total                                        |  | 349                                         |  | $                                        | 16.70 |                                                                                            | 349 |                                                                                                                         | 25,789

---

|(1) | In February 2003, Pulaski Financial Corp. announced a repurchase program under which it would repurchase up to 140,000 shares of Pulaski Financials common stock. On
July 21, 2003, Pulaski Financial declared 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 or terminated by the Board of Directors.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents

|Item 6. | Selected Financial Data
|------- | -----------------------



The information required by this item is incorporated herein by reference to the section captioned Selected Consolidated Financial Information
in the Annual Report to Stockholders.



|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------



The information required by this item is incorporated herein by reference to the section captioned Managements
Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report to Stockholders.



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------



The information required by this item is incorporated herein by reference to the section captioned Managements Discussion and Analysis of
Financial Condition and Results of Operations - Market Risk Analysis in the Annual Report to Stockholders.



|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------



The financial statements required by this item are incorporated herein by reference to the audited consolidated financial statements and notes thereto
included in the Annual Report to Stockholders.



|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------



None.



|Item 9A. | Controls and Procedures
|-------- | -----------------------



Pulaski Financial maintains disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the Exchange Act), that are designed to ensure that the information required to be disclosed in the reports that Pulaski Financial 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 Pulaski Financials
management, including its principal executive and principal financial officers as appropriate to allow timely decisions regarding required disclosure. Pulaski Financials management, including Pulaski Financials principal executive
officer and principal financial officer, have evaluated the effectiveness of Pulaski Financials disclosure controls and procedures and have concluded that, because of the existence of a material weakness in Pulaski Financials internal
control over financial reporting as of September 30, 2005 (as discussed in managements report on internal control over financial reporting), Pulaski Financials disclosure controls and procedures were not effective as of such date.



To remedy the internal control deficiencies over financial
reporting relating to the accounting for certain derivative instruments, Pulaski Financial is establishing procedures to provide sufficient testing and verification that any new hedging instruments meet the criteria for hedge accounts.



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##### Table of Contents

Managements report on internal control over financial reporting is incorporated by reference to
page 28 in the Annual Report to Stockholders.



KPMG
LLPs attestation report on managements assessment of Pulaski Financials internal control on financial reporting is incorporated by reference to page 30 in the Annual Report to Stockholders.



|Item 9B. | Other Information
|-------- | -----------------



None



PART III



|Item 10. | Directors and Executive Officers of the Registrant
|-------- | --------------------------------------------------



For information concerning the Board of Directors of Pulaski Financial, the information contained under the section captioned Proposal 1-Election of
Directors in the Proxy Statement is incorporated herein by reference. Reference is made to the cover page of this Form 10-K and to the section captioned Compliance with Section 16(a) of the Exchange Act in Pulaski
Financials annual meeting proxy statement for information regarding compliance with Section 16 of the Exchange Act.



Code of Ethics



We have adopted a written code of ethics, which applies to our senior financial officers. We intend to disclose any changes or waivers from our Code of
Ethics applicable to any senior financial officers on our website at http://www.pulaskibankstl.com or in a report on Form 8-K. A copy of the Code of Ethics is available, without charge, upon written request to Christine A. Munro, Corporate
Secretary, Pulaski Financial Corp., 12300 Olive Blvd, St. Louis, MO 63141.



|Item 11. | Executive Compensation
|-------- | ----------------------



The information contained under the sections captioned Executive Compensation and Directors Compensation in the Proxy
Statement is incorporated herein by reference.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------



| | (a) | Security Ownership of Certain Beneficial Owners
| | --- | -----------------------------------------------



Information required by this item is incorporated herein by reference to the section captioned Stock Ownership in the Proxy Statement.



| | (b) | Security Ownership of Management
| | --- | --------------------------------



The information required by this item is incorporated herein by reference to the sections captioned Stock Ownership in the Proxy Statement.



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##### Table of Contents

| | (c) | Changes in Control
| | --- | ------------------



Pulaski Financial is not aware of any arrangements, including any pledge by any person of securities of Pulaski Financial, the operation of which may at a
subsequent date result in a change in control of Pulaski Financial.



| | (d) | Equity Compensation Plan Information
| | --- | ------------------------------------



The following table sets forth information about Pulaski Financial common stock that may be issued upon exercise of options, warrants and rights under all
of Pulaski Financials equity compensation plans as of September 30, 2005.



|                                                              |  |                                                                                                |  |                                                                              |      |                                                                                                                                          |       
|------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------- | ---- | ---------------------------------------------------------------------------------------------------------------------------------------- | ------
|Plan category                                                 |  | Number of securities to be issued upon exercise of outstanding options, warrants andrights (a) |  | Weighted-averageexercise price ofoutstanding options,warrants and
rights (b) |      | Number of securitiesremaining availablefor future issuanceunder equitycompensation
plans[excluding securitiesreflected in column(a)] (c)
|Equity compensation plans approved by security holders        |  | 771,452                                                                                        |  | $                                                                            | 7.12 |                                                                                                                                          | 32,144
|Equity compensation plans not approved by security holders(1) |  | 90,765                                                                                         |  | $                                                                            | 4.71 |                                                                                                                                          |      
|                                                              |  |                                                                                                |  |                                                                              |      |                                                                                                                                          |       
|Total                                                         |  | 862,217                                                                                        |  | $                                                                            | 6.87 |                                                                                                                                          | 32,144
|                                                              |  |                                                                                                |  |                                                                              |      |                                                                                                                                          |       



|(1) | Consists of non-statutory stock options granted in 2001 outside of Pulaski Financials stock option plans. Each of the options was granted at a price equal to the fair market
value of Pulaski Financial common stock of the date of grant. All of the options vest ratably over a five-year period beginning on the first anniversary date of grant and expire ten years from date of grant. However, in the event of a change in
control (as defined in Pulaski Financials 2000 Stock-Based Incentive Plan) all options will become exercisable until the expiration of the term of the option, regardless of termination of employment.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 13. | Certain Relationships and Related Transactions
|-------- | ----------------------------------------------



The information set forth under the section captioned Transactions with Management in the Proxy Statement is incorporated by reference.



|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------



The information set forth under the section captioned Proposal 3Ratification of Independent Auditors in the Proxy Statement is
incorporated by reference.



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PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------



The following documents are filed as part of this report:



1.

Financial StatementsReport of Independent Registered Public Accounting FirmConsolidated Balance Sheets at September 30, 2005 and 2004Consolidated Statements of Income and Comprehensive Income for the Years Ended September 30, 2005, 2004 and 2003Consolidated Statements of Stockholders Equity for the Years Ended September 30, 2005, 2004 and 2003Consolidated Statements of Cash Flows for the Years Ended September 30, 2005, 2004 and 2003Notes to Consolidated Financial Statements for the Years ended September 30, 2005, 2004 and 2003Such financial statements are incorporated herein by reference to the Consolidated Financial Statements and Notes thereto included in the
Annual Report to Stockholders.2.

Financial Statement SchedulesNone.3.

Exhibits




The exhibits
listed below are filed as part of this report or are incorporated by reference herein.



3.1

Articles of Incorporation of Pulaski Financial Corp.13.2

Certificate of Amendment to Articles of Incorporation of Pulaski Financial Corp.23.3

Bylaws of Pulaski Financial Corp.34.1

Form of Certificate for Common Stock44.2

No long-term debt instrument issued by the Registrant exceeds 10% of consolidated assets or is registered. In accordance with paragraph 4(iii) of Item 601(b) of Regulation S-K, the
Registrant will furnish the Securities and Exchange Commission copies of long-term debt instruments and related agreements upon request.10.1

Employment Agreement between Pulaski Financial Corp. and William A. Donius510.2

Pulaski Financial Corp. 2002 Stock Option Plan.110.3

Pulaski Financial Corp. 2000 Stock-Based Incentive Plan610.4

Amendment to Pulaski Financial Corp. 2002 Stock Option Plan710.5

Pulaski Financial Corp. Deferred Compensation Plan (Equity Trust Plan)810.6

Employment Agreement between Pulaski Bank and William A. Donius910.7

Form of Stock Option Agreement1010.8

Pulaski Financial Corp. Cash-Based Deferred Compensation Plan10.9

Pulaski Financial Corp. Stock-Based Preferred Compensation Plan10.10

Form of Pulaski Financial Corp. Cash-Based Deferred Compensation Plan Election Form




43



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10.11

Form of Pulaski Financial Corp. Stock-Based Deferred Compensation Plan Election Form13.1

Annual Report to Stockholders21.1

Subsidiaries of Pulaski Financial Corp.23.1

Consent of KPMG LLP31.1

Rule 13a-14(a) 15d-14(a) Certification of Chief Executive Officer31.2

Rule 13a-14(a) 15d-14(a) Certification of Chief Financial Officer32.1

Chief Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2

Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


---

|1 | Incorporated herein by reference to Pulaski Financial Corp.s Definitive Proxy Statement
for the 2003 Annual Meeting of Stockholders.
|- | -------------------------------------------------------------------------------------------------------------------------------------



|2 | Incorporated herein by reference to Pulaski Financial Corp.s Form 10-Q for the
quarterly period ended December 31, 2003, as filed on February 17, 2004.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------



|3 | Incorporated herein by reference to Pulaski Financial Corp.s Form 10-Q for the
quarterly period ended June 30, 2005, as filed on August 9, 2005.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------



|4 | Incorporated herein by reference from the Form S-1 (Registration No. 333-56465), as
amended, as filed on June 9, 1998.
|- | ----------------------------------------------------------------------------------------------------------------------



|5 | Incorporated herein by reference to Pulaski Financial Corp.s Form 10-Q for the
quarterly period ended March 31, 2002, as filed on May 15, 2002.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------



|6 | Incorporated herein by reference to Pulaski Financial Corp.s Definitive Proxy Statement
for the 2000 Annual Meeting of Stockholders.
|- | -------------------------------------------------------------------------------------------------------------------------------------



|7 | Incorporated herein by reference to Pulaski Financial Corp.s Form 10-Q for the
quarterly period ended March 31, 2004, as filed on May 14, 2004.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------



|8 | Incorporated herein by reference to Pulaski Financial Corp.s Form 10-K for the year
ended September 30, 2003, as filed on December 27, 2003.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------



|9 | Incorporated herein by reference to Pulaski Financial Corp.s Form 10-K for the year
ended September 30, 2001, as filed on December 27, 2001.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------



|10 | Incorporated herein by reference to Pulaski Financial Corp.s Form 10-Q for the
quarterly period ended March 31, 2005, as filed on May 10, 2005.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------



44



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##### Table of Contents

SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) 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.(Registrant)/S/    WILLIAM A.
DONIUSWilliam A. DoniusPresident and Chief Executive Officer




Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                        |  |                                                                      |  |                  
|------------------------------------------------------- |  | -------------------------------------------------------------------- |  | -----------------
|NAME                                                    |  | TITLE                                                                |  | DATE             
|                                                        |  |                                                                     
|/S/    WILLIAM A.
DONIUSWilliam A.
Donius               |  | President and Chief Executive Officer (principal executive officer)  |  | December 13, 2005
|                                                        |  |                                                                     
|/S/    RAMSEY K.
HAMADIRamsey K.
Hamadi                 |  | Chief Financial Officer (principal accounting and financial Officer) |  | December 13, 2005
|                                                        |  |                                                                     
|/S/    CHRISTOPHER K.
REICHERTChristopher K.
Reichert   |  | Executive Vice President and Director                                |  | December 13, 2005
|                                                        |  |                                                                     
|/S/    E. DOUGLAS
BRITTE. Douglas
Britt                 |  | Director                                                             |  | December 13, 2005
|                                                        |  |                                                                     
|/S/    WILLIAM M. CORRIGAN,
JR.William M. Corrigan,
Jr. |  | Director                                                             |  | December 13, 2005
|                                                        |  |                                                                     
|/S/    ROBERT A.
EBELRobert A.
Ebel                     |  | Director                                                             |  | December 13, 2005
|                                                        |  |                                                                     
|/S/    LEON A.
FELMANLeon A.
Felman                     |  | Director                                                             |  | December 13, 2005
|                                                        |  |                                                                     
|/S/    TIMOTHY K.
REEVESTimothy K.
Reeves               |  | Director                                                             |  | December 13, 2005
|                                                        |  |                                                                     
|/S/    LEE S.
WIELANSKYLee S.
Wielansky                 |  | Director                                                             |  | December 13, 2005



45