UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-Q

(Mark One)

[ X ]            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                    
 EXCHANGE ACT OF 1934

For the quarterly period ended
........................................................ March 31, 2005

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

For the transition period from ________________ to _________________





RAINIER PACIFIC FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)



Washington                                                                                                                                         87-0700148

1498 Pacific Avenue, Tacoma, WA 98402



(253) 926-4000



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

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.

       

YesX  .        No.

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Title of class:                                                                                                              As of March 31, 2005

Common stock, no par value7,003,366*



*  Includes 576,978 shares held by the Rainier Pacific 401(k) Employee Stock Ownership Plan ("ESOP") that have
   
 not been released, committed to be released, or allocated to participant accounts; and 330,300 restricted shares 
    granted under the management recognition plan that have not yet vested.

<PAGE>

RAINIER PACIFIC FINANCIAL GROUP, INC.



Table of Contents





|PART 1  -  | FINANCIAL INFORMATION                                                                          | Page                                                                                
|---------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------
|           |                                                                                                |                                                                                     
|ITEM 1 -   | Financial Statements:                                                                          |                                                                                     
|           |                                                                                                |                                                                                     
|           | Consolidated Statements of Financial Condition as                                              |                                                                                     
|           |                                                                                                | of March 31, 2005 and December 31, 2004                                             
|           | Consolidated Statements of Income for the                                                      |                                                                                     
|           |                                                                                                | Three Months Ended March 31, 2005 and 2004                                          
|           | Consolidated Statements of Cash Flows for the                                                  |                                                                                     
|           |                                                                                                | Three Months Ended March 31, 2005 and 2004                                          
|           | Consolidated Statements of Shareholders' Equity                                                |                                                                                     
|           |                                                                                                | for the Three Months Ended March 31, 2005 and 
 for the year Ended December 31, 2004
|           | Selected Notes to Unaudited Interim Consolidated Financial Statements                          | 7                                                                                   
|           |                                                                                                |                                                                                     
|ITEM 2 -   | Management's Discussion and Analysis of Financial Condition and Results of Operations:         |                                                                                     
|           |                                                                                                |                                                                                     
|           | Forward-Looking Statements                                                                     | 10                                                                                  
|           | Comparison of Financial Condition at 

           

      March 31, 2005 and December 31, 2004 | 10                                                                                  
|           | Comparison of Operating Results for the                                                        |                                                                                     
|           |                                                                                                | Three Months Ended March 31, 2005 and 2004 .                                        
|           | Liquidity and Capital Resources                                                                | 14                                                                                  
|           |                                                                                                |                                                                                     
|ITEM 3 -   | Quantitative and Qualitative Disclosures about Market Risk                                     | 15                                                                                  
|ITEM 4 -   | Controls and Procedures                                                                        | 16                                                                                  
|           |                                                                                                |                                                                                     
|PART II -  | OTHER INFORMATION                                                                              |                                                                                     
|           |                                                                                                |                                                                                     
|ITEM 1 -   | Legal Proceedings                                                                              | 16                                                                                  
|ITEM 2 -   | Unregistered Sales of Equity Securities and Use of Proceeds                                    | 16                                                                                  
|ITEM 3 -   | Defaults Upon Senior Securities                                                                | 17                                                                                  
|ITEM 4 -   | Submission of Matters to a Vote of Security Holders                                            | 17                                                                                  
|ITEM 5 -   | Other Information                                                                              | 17                                                                                  
|ITEM 6 -   | Exhibits                                                                                       | 17                                                                                  
|           |                                                                                                |                                                                                     
|SIGNATURES | 18                                                                                            
|           |                                                                                               

1

<PAGE>



RAINIER PACIFIC FINANCIAL GROUP, INC. AND SUBSIDIARY
Consolidated Statements of Financial Condition(Unaudited)
Dollars In Thousands



|                                                                                                                                                                                                                                |  | At March 31,                |  | At December 31,         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- |  | ------------------------
|                                                                                                                                                                                                                                |  | 2005                        |  | 2004                    
|ASSETS                                                                                                                                                                                                                          |  |                             |  |                         
|ASSETS                                                                                                                                                                                                                          |  |                             |  |                         
|Cash and cash equivalents                                                                                                                                                                                                       |  | $                     8,502 |  | $                 
8,927
|Interest-bearing deposits with banks                                                                                                                                                                                            |  | 443                         |  | 1,271                   
|Securities available-for-sale                                                                                                                                                                                                   |  | 111,100                     |  | 97,436                  
|Securities held-to-maturity (fair value of $88,735 at March 31, 2005 and
            $92,779 at December 31, 2004)                                                                                                              |  | 90,637                      |  | 93,540                  
|Federal Home Loan Bank stock, at cost                                                                                                                                                                                           |  | 13,579                      |  | 13,374                  
|                                                                                                                                                                                                                                |  |                             |  |                         
|Loans                                                                                                                                                                                                                           |  | 498,154                     |  | 502,719                 
|Less: allowance for loan losses                                                                                                                                                                                                 |  | (9,027)                     |  | (8,981)                 
|Loans, net                                                                                                                                                                                                                      |  | 489,127                     |  | 493,738                 
|                                                                                                                                                                                                                                |  |                             |  |                         
|Premises and equipment, net                                                                                                                                                                                                     |  | 34,436                      |  | 34,684                  
|Accrued interest receivable                                                                                                                                                                                                     |  | 3,177                       |  | 3,354                   
|Other assets                                                                                                                                                                                                                    |  | 5,121                       |  | 5,452                   
|                                                                                                                                                                                                                                |  |                             |  |                         
|TOTAL ASSETS                                                                                                                                                                                                                    |  | $                
756,122   |  | $             751,776   
|                                                                                                                                                                                                                                |  |                             |  |                         
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                                                                                            |  |                             |  |                         
|LIABILITIES                                                                                                                                                                                                                     |  |                             |  |                         
|Deposits                                                                                                                                                                                                                        |  |                             |  |                         
|Non-interest bearing                                                                                                                                                                                                            |  | $                   31,567  |  | $              
29,654  
|Interest-bearing                                                                                                                                                                                                                |  | 330,191                     |  | 315,262                 
|Total Deposits                                                                                                                                                                                                                  |  | 361,758                     |  | 344,916                 
|                                                                                                                                                                                                                                |  |                             |  |                         
|Borrowed funds                                                                                                                                                                                                                  |  | 299,639                     |  | 295,722                 
|Corporate drafts payable                                                                                                                                                                                                        |  | 3,012                       |  | 3,839                   
|Accrued compensation and benefits                                                                                                                                                                                               |  | 1,122                       |  | 1,828                   
|Other liabilities                                                                                                                                                                                                               |  | 3,055                       |  | 6,665                   
|                                                                                                                                                                                                                                |  |                             |  |                         
|TOTAL LIABILITIES                                                                                                                                                                                                               |  | 668,586                     |  | 652,970                 
|                                                                                                                                                                                                                                |  |                             |  |                         
|SHAREHOLDERS' EQUITY                                                                                                                                                                                                            |  |                             |  |                         
|Common stock, no par value: 49,000,000 shares authorized; 7,003,366 shares
   
 issued and 6,146,918 shares outstanding at March 31, 2005; 7,672,260 shares
    
  issued and 6,779,634 shares outstanding at December 31, 2004 |  | 53,397                      |  | 64,672                  
|Unearned Employee Stock Ownership Plan ("ESOP") shares                                                                                                                                                                          |  | (5,770)                     |  | (5,940)                 
|Accumulated other comprehensive loss, net of tax                                                                                                                                                                                |  | (1,216)                     |  | (725)                   
|Retained earnings                                                                                                                                                                                                               |  | 41,125                      |  | 40,799                  
|                                                                                                                                                                                                                                |  |                             |  |                         
|TOTAL SHAREHOLDERS' EQUITY                                                                                                                                                                                                      |  | 87,536                      |  | 98,806                  
|                                                                                                                                                                                                                                |  |                             |  |                         
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                                                                                      |  | $                  756,122  |  | $             751,776   



2

<PAGE>

RAINIER PACIFIC FINANCIAL GROUP, INC. AND SUBSIDIARY
Consolidated Statements of Income



| |  | Three Months EndedMarch 31,
| |  | ---------------------------

|                                                    |  | 2005                             |  | 2004                              | 
|--------------------------------------------------- |  | -------------------------------- |  | --------------------------------- | 
|INTEREST INCOME                                     |  |                                  |  |                                   | 
|Loans                                               |  | $                          8,173 |  | $                          7,833  | 
|Securities available-for-sale                       |  | 1,016                            |  | 844                               | 
|Securities held-to-maturity                         |  | 842                              |  | 968                               | 
|Interest-bearing deposits                           |  | 4                                |  | 21                                | 
|Federal Home Loan Bank stock dividends              |  | 54                               |  | 114                               | 
|Total interest income                               |  | 10,089                           |  | 9,780                             | 
|                                                    |  |                                  |  |                                   | 
|INTEREST EXPENSE                                    |  |                                  |  |                                   | 
|Deposits                                            |  | 1,257                            |  | 849                               | 
|Borrowed funds                                      |  | 2,470                            |  | 1,754                             | 
|Total interest expense                              |  | 3,727                            |  | 2,603                             | 
|Net interest income                                 |  | 6,362                            |  | 7,177                             | 
|                                                    |  |                                  |  |                                   | 
|PROVISION FOR LOAN LOSSES                           |  | 300                              |  | 900                               | 
|Net interest income after provision for loan loss   |  | 6,062                            |  | 6,277                             | 
|                                                    |  |                                  |  |                                   | 
|NON-INTEREST INCOME                                 |  |                                  |  |                                   | 
|Deposit service fees                                |  | 874                              |  | 854                               | 
|Loan service fees                                   |  | 218                              |  | 274                               | 
|Insurance service fees                              |  | 167                              |  | 159                               | 
|Investment service fees                             |  | 132                              |  | 85                                | 
|Gain on sale of securities, net                     |  | -                                |  | 179                               | 
|Gain on sale of loans, net                          |  | 207                              |  | 138                               | 
|Gain on sale of premise & equipment, net            |  | 288                              |  | 39                                | 
|Other operating income                              |  | 84                               |  | 3                                 | 
|Total non-interest income                           |  | 1,970                            |  | 1,731                             | 
|                                                    |  |                                  |  |                                   | 
|NON-INTEREST EXPENSE                                |  |                                  |  |                                   | 
|Compensation and benefits                           |  | 3,567                            |  | 3,300                             | 
|Office operations                                   |  | 1,440                            |  | 1,258                             | 
|Occupancy                                           |  | 488                              |  | 344                               | 
|Loan servicing                                      |  | 104                              |  | 79                                | 
|Outside and professional services                   |  | 411                              |  | 1,021                             | 
|Marketing                                           |  | 327                              |  | 416                               | 
|Other operating expenses                            |  | 536                              |  | 469                               | 
|Total non-interest expense                          |  | 6,873                            |  | 6,887                             | 
|                                                    |  |                                  |  |                                   | 
|INCOME BEFORE PROVISION FOR FEDERAL
   
 INCOME TAX |  | 1,159                            |  | 1,121                             | 
|                                                    |  |                                  |  |                                   | 
|PROVISION FOR FEDERAL INCOME TAX                    |  | 394                              |  | 367                               | 
|                                                    |  |                                  |  |                                   | 
|NET INCOME                                          |  | $                            765 |  | $                             754 | 
|EARNINGS PER COMMON SHARE                           |  |                                  |  |                                   | 
|Basic                                               |  | $                           0.12 |  | $                            0.10 | 
|Diluted                                             |  | $                           0.12 |  | $                            0.10 | 
|Weighted average shares outstanding-Basic           |  | 6,440,542(1)                     |  | 7,786,650                         | 
|Weighted average shares outstanding-Diluted         |  | 6,496,752(1)                     |  | 7,786,650                         | 
|Dividends declared per share                        |  | $                          0 .06 |  | $                            0.05 | 

3

<PAGE>



RAINIER PACIFIC FINANCIAL GROUP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows(Unaudited)
Dollars In Thousands

| |  | Three Months EndedMarch 31,
| |  | ---------------------------

|                                                                            |  | 2005                               |  | 2004                             
|--------------------------------------------------------------------------- |  | ---------------------------------- |  | ---------------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                                    |  |                                  
|Net income                                                                  |  | $                              765 |  | $                             754
|Adjustments to reconcile net income to net cash from operating  activities: |  |                                    |  |                                  
|Depreciation                                                                |  | 906                                |  | 714                              
|Provision for loan losses                                                   |  | 300                                |  | 900                              
|Federal Home Loan Bank stock dividends                                      |  | (54)                               |  | (114)                            
|Deferred income tax expense (benefit)                                       |  | 13                                 |  | (51)                             
|Gain on sale of securities, net                                             |  | -                                  |  | (179)                            
|Gain on sale of premises and equipment                                      |  | (288)                              |  | (39)                             
|Gain on sale of loans, net                                                  |  | (207)                              |  | (138)                            
|Accrued compensation for restricted stock awards                            |  | 270                                |  | -                                
|Change in operating assets and liabilities:                                 |  |                                    |  |                                  
|Accrued interest receivable                                                 |  | 177                                |  | 114                              
|Other assets                                                                |  | 572                                |  | (327)                            
|Corporate drafts payable                                                    |  | (827)                              |  | (2,473)                          
|Other liabilities                                                           |  | (4,316)                            |  | (3,010)                          
|                                                                            |  |                                    |  |                                  
|Net cash from operating activities                                          |  | (2,689)                            |  | (3,849)                          
|                                                                            |  |                                    |  |                                  
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                                    |  |                                  
|Activity in securities available-for-sale:                                  |  |                                    |  |                                  
|Sales                                                                       |  | -                                  |  | 12,745                           
|Maturities, prepayments, and calls                                          |  | 2,689                              |  | 46                               
|Purchases                                                                   |  | (17,105)                           |  | (51,947)                         
|Activity in securities held-to-maturity:                                    |  |                                    |  |                                  
|Maturities, prepayments, and calls                                          |  | 2,910                              |  | 4,353                            
|Purchases of Federal Home Loan Bank stock                                   |  | (151)                              |  | -                                
|Increase in loans, net                                                      |  | (11,446)                           |  | (8,144)                          
|Proceeds from sales of loans                                                |  | 15,964                             |  | 4,558                            
|Purchases of premises and equipment                                         |  | (370)                              |  | (4,930)                          
|(Decrease) increase in interest-bearing deposits with banks                 |  | 828                                |  | (1,705)                          
|                                                                            |  |                                    |  |                                  
|Net cash from investing activities                                          |  | (6,681)                            |  | (45,024)                         
|                                                                            |  |                                    |  |                                  
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                                    |  |                                  
|Net increase in deposits                                                    |  | 16,842                             |  | 22,370                           
|Advances on borrowed funds                                                  |  | 492,401                            |  | 243,516                          
|Repayments of borrowed funds                                                |  | (488,484)                          |  | (217,098)                        
|Earned ESOP shares released                                                 |  | 170                                |  | 169                              
|Change in value of ESOP shares                                              |  | 88                                 |  | -                                
|Dividends paid                                                              |  | (439)                              |  | (422)                            
|Common stock repurchased                                                    |  | (11,633)                           |  | -                                
|                                                                            |  |                                    |  |                                  
|Net cash from financing activities                                          |  | 8,945                              |  | 48,535                           
|                                                                            |  |                                    |  |                                  
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                     |  | (425)                              |  | (338)                            
|                                                                            |  |                                    |  |                                  
|CASH AND CASH EQUIVALENTS (at beginning of period)                          |  | 8,927                              |  | 9,922                            
|                                                                            |  |                                    |  |                                  
|CASH AND CASH EQUIVALENTS (at end of period)                                |  | $                         8,502    |  | $                           9,584







4

<PAGE>

RAINIER PACIFIC FINANCIAL GROUP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows (continued)


(Unaudited)
Dollars In Thousands

| |  | Three Months EndedMarch 31,
| |  | ---------------------------

|                                                              |  | 2005                          |  | 2004                          
|------------------------------------------------------------- |  | ----------------------------- |  | ------------------------------
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION             |  |                               |  |                               
|Cash payments for:                                            |  |                               |  |                               
|Interest                                                      |  | $                     3,753   |  | $                     2,704   
|                                                              |  |                               |  |                               
|Income taxes                                                  |  | $                           - |  | $                            -
|                                                              |  |                               |  |                               
|                                                              |  |                               |  |                               
|SUPPLEMENTAL DISCLOSURES OF NON-CASH
  
 INVESTING ACTIVITIES |  |                               |  |                               
|Unrealized gains (losses) on securities available-for sale    |  | $                      (744)  |  | $                        865  
|                                                              |  |                               |  |                               

5

<PAGE>

RAINIER PACIFIC FINANCIAL GROUP, INC. AND SUBSIDIARY
Consolidated Statements of Shareholders' Equity(Unaudited)
Dollars In Thousands



|                                                                                                                  |  |              |  |                |          |                    |          |                |  | AccumulatedOtherComprehensive(Loss) |  |         
|----------------------------------------------------------------------------------------------------------------- |  | ------------ |  | -------------- | -------- | ------------------ | -------- | -------------- |  | ----------------------------------- |  | --------
|                                                                                                                  |  |              |  |                |          | DebtRelated toESOP |          |                |  |                                     | 
|                                                                                                                  |  | Common Stock |  |                | Retained |                    |          |               
|                                                                                                                  |  | Shares       |  | Amount         |          |                    | Earnings |                |  | Total                              
|                                                                                                                  |  |              |  |                |          |                    |          |                |  |                                     |  |         
|Balance, December 31, 2003                                                                                        |  | 8,442,840    |  | $       82,570 |          | $        (6,618)   |          | $      38,837  |  | $          (232)                    |  | $114,557
|Common stock repurchased                                                                                          |  | (1,103,880)  |  | (18,858)       |          |                    |          |                |  |                                     |  | (18,858)
|Common stock issued MRP                                                                                           |  | 336,800      |  |                |          |                    |          |                |  |                                     |  |         
|MRP forfeitures                                                                                                   |  | (3,500)      |  |                |          |                    |          |                |  |                                     |  |         
|Earned ESOP shares released                                                                                       |  |              |  |                |          | 678                |          |                |  |                                     |  | 678     
|ESOP activity-change in value of shares      committed to be released                                             |  |              |  | 152            |          |                    |          |                |  |                                     |  | 152     
|Dividends paid                                                                                                    |  |              |  |                |          |                    |          | (1,665)        |  |                                     |  | (1,665) 
|Amortization of compensation related to MRP                                                                       |  |              |  | 561            |          |                    |          |                |  |                                     |  | 561     
|Comprehensive income:                                                                                             |  |              |  |                |          |                    |          |                |  |                                     |  |         
|Net income                                                                                                        |  |              |  |                |          |                    |          | 3,627          |  |                                     |  | 3,627   
|Other comprehensive income (loss):                                                                                |  |              |  |                |          |                    |          |                |  |                                     |  |         
|Change in unrealized gain (loss) on
           
 securities, net of tax of $254                                   |  |              |  |                |          |                    |          |                |  | (493)                               |  | (493)   
|Reclassification adjustment for gains on
            securities included in net income, net
            
  of tax |  |              |  |                |          |                    |          |                |  | 247                                 |  | 247     
|Total comprehensive income                                                                                        |  |              |  |                |          |                    |          |                |  |                                     |  | 3,381   
|                                                                                                                  |  |              |  |                |          |                    |          |                |  |                                     |  |         
|Balance, December 31, 2004                                                                                        |  | 7,672,620    |  | 64,672         |          | (5,940)            |          | 40,799         |  | (725)                               |  | 98,806  
|Common stock repurchased                                                                                          |  | (665,894)    |  | (11,633)       |          |                    |          |                |  |                                     |  | (11,633)
|MRP forfeitures                                                                                                   |  | (3,000)      |  |                |          |                    |          |                |  |                                     |  |         
|Earned ESOP shares released                                                                                       |  |              |  |                |          | 170                |          |                |  |                                     |  | 170     
|ESOP activity-change in value of shares
     
 committed to be released                                           |  |              |  | 88             |          |                    |          |                |  |                                     |  | 88      
|Dividends paid                                                                                                    |  |              |  |                |          |                    |          | (439)          |  |                                     |  | (439)   
|Amortization of compensation related to MRP                                                                       |  |              |  | 270            |          |                    |          |                |  |                                     |  | 270     
|Comprehensive income:                                                                                             |  |              |  |                |          |                    |          |                |  |                                     |  |         
|Net income                                                                                                        |  |              |  |                |          |                    |          | 765            |  |                                     |  | 765     
|Other comprehensive income (loss):                                                                                |  |              |  |                |          |                    |          |                |  |                                     |  |         
|Change in unrealized gain (loss) on
           
 securities, net of tax of $253                                   |  |              |  |                |          |                    |          |                |  | (491)                               |  | (491)   
|Reclassification adjustment for gains on
           
 securities included in net income, net 
           
 of tax |  |              |  |                |          |                    |          |                |  | -                                   |  | -       
|Total comprehensive income                                                                                        |  |              |  |                |          |                    |          |                |  |                                     |  | 274     
|Balance, March 31, 2005                                                                                           |  | 7,003,366    |  | $       53,397 |          | $       (5,770)    |          | $       41,125 |  | $        (1,216)                    |  | $87,536 
|                                                                                                                  |  |              |  |                |          |                    |          |                |  |                                     |  |         

6

<PAGE>

SELECTED NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005

Note 1 - Organization and Basis of Presentation



Organization.  On October 20, 2003, Rainier Pacific Savings Bank (the "Bank") converted from a Washington State chartered mutual savings bank to a Washington State chartered stock savings bank.  In connection with the Bank's conversion, Rainier Pacific Financial Group, Inc. (the "Company") was formed to be the bank holding company for the Bank.  The Company purchased 100% of the Bank's common stock simultaneously with the Bank's conversion to stock form and the Company's offering and sale of its common stock to the public.



The Bank provides a full range of banking services to consumers and limited banking services to small- and medium-sized businesses and professionals through 12 banking offices located in Pierce County and South King County.  Support Systems, Inc. ("SSI"), a wholly-owned subsidiary of the Bank, operates Rainier Pacific Insurance Agency and Rainier Pacific Financial Services.



Basis of Presentation.

Note 2 - Summary of Significant Accounting Policies

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements.  Changes in these estimates and assumptions are considered reasonably possible and may have a material impact on the consolidated financial statements and thus actual results could differ from the amounts reported and disclosed herein.

Material estimates that are particularly susceptible to significant changes relate to the determination of the allowance for loan losses and the valuation of real estate or other collateral acquired in connection with foreclosures or in satisfaction of loans.  In connection with the determination of the allowance for loan losses and the valuation of foreclosed or repossessed assets held-for-sale, management obtains independent appraisals for significant properties.  At March 31, 2005, there were no material changes in the Company's significant accounting policies or critical accounting estimates from those disclosed in the Company's 2004 Form 10-K.

Note 3 - Mutual-to-Stock Conversion of the Bank

The Board of Directors of the Bank adopted a Plan of Conversion (the "Plan") on March 22, 2003, which was amended on August 6, 2003.  The Plan provided for the conversion of the Bank from a Washington State chartered mutual savings bank to a Washington State chartered stock savings bank pursuant to the rules and regulations of the Washington State Department of Financial Institutions and the Federal Deposit Insurance Corporation.  As part of the conversion, the Plan provided for the concurrent formation of the Company which owns 100% of the common stock of the Bank.  On October 20, 2003, the Bank consummated the conversion following receipt of all required regulatory approvals, the approval of the Plan by depositors of the Bank, and the satisfaction of all other conditions precedent to the conversion.

Upon conversion, the legal existence of the Bank did not terminate and the stock bank is a continuation of the mutual bank.  The stock bank has, holds, and enjoys the same in its own right as fully and to the same extent as the same was possessed, held, and enjoyed by the mutual bank.  The stock bank continues to have and succeeds to all the rights, obligations, and relations of the mutual bank.

7

<PAGE>

In connection with the conversion, the Bank established a liquidation account in an amount equal to its total net worth as of the latest statement of financial condition appearing in the financial statements contained in the Company's Registration Statement on Form S-1 filed with the SEC.  The liquidation account will be maintained for the benefit of eligible depositors who continue to maintain their accounts at the Bank after the conversion.  The liquidation account will be reduced annually to the extent that eligible depositors have reduced their qualifying deposits.  Subsequent increases will not restore an eligible account holder's interest in the liquidation account.  In the event of a complete liquidation, each eligible depositor will be entitled to receive a distribution from the liquidation account in an amount proportionate to the current adjusted qualifying balances for accounts then held.  The liquidation account balance is not available for payment of dividends.

Note 4 - Stock-Based Compensation

The Company measures its employee stock-based compensation arrangements using the provisions outlined in Accounting Principles Board Opinion ("APB") No. 25, Accounting for Stock Issued to Employees, which is an intrinsic value-based method of recognizing compensation costs.  The Company has adopted the disclosure-only requirements of SFAS No. 123, as amended by SFAS No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure - An Amendment of FASB Statement No. 123.  As such, no compensation expense was recorded on the date the options were granted and would only have been recorded if the then current market price of the underlying stock exceeded the exercise price.

If the Company had elected to recognize compensation cost based on the fair value at the grant dates for awards under its plan, consistent with the method described in SFAS No. 123, net income and earnings per share would have been reduced to the pro forma amounts indicated below for the following periods (in thousands):



|                                 |  | Three Months Ended
March 31,                        |  | Three Months Ended
March 31,                   
|-------------------------------- |  | --------------------------------------------------- |  | -----------------------------------------------
|                                 |  | 2005                                                |  | 2004                                           
|Pro forma disclosure:            |  |                                                     |  |                                                
|Net income, as reported          |  | $                                             765   |  | $                                         nm(1)
|Compensation expense, net of tax |  | (184)                                               |  | nm(1)                                          
|Pro forma net income             |  | $                                            
581   |  | $                                         nm(1)
|                                 |  |                                                     |  |                                                
|Basic earnings per share:        |  |                                                     |  |                                                
|As reported                      |  | $                                              0.12 |  | $                                         nm(1)
|Pro forma                        |  | $                                            0.09   |  | $                                         nm(1)
|                                 |  |                                                     |  |                                                
|Diluted earnings per share:      |  |                                                     |  |                                                
|As reported                      |  | $                                            0.12   |  | $                                         nm(1)
|Pro forma                        |  | $                                            0.09   |  | $                                         nm(1)

(

The fair value of options granted during 2005 and 2004 is estimated on the date of grant using a Binomial option-pricing model.  There were no options granted during the three months ended March 31, 2005 and 2004.

At March 31, 2005, the Company had an aggregate of 165,284 options available for future issuance under the 2004 Stock Option Plan.

Note 5 - Earnings Per Share

Earnings per share ("EPS") is computed using the basic and diluted weighted average number of common shares outstanding during the period.  Basic EPS is computed by dividing the Company's net income or loss by the weighted average number of common shares outstanding for the period.  Diluted EPS is computed by dividing net income or loss by diluted weighted average shares outstanding, which includes common stock equivalent shares outstanding using the treasury stock method, unless such shares are anti-dilutive.  Common stock equivalents include the stock options and restricted stock awards under the 2004 Stock Option Plan and the MRP approved by the shareholders in April 2004.  Unallocated shares relating to the employee stock ownership plan debt obligations are deducted in the calculation of weighted average shares outstanding.

8

<PAGE>

The following table presents the computation of basic and diluted earnings per share for the periods indicated (in thousands):



|                                                                                                        |  | Three Months Ended 
  
March 31,
|------------------------------------------------------------------------------------------------------- |  | --------------------------------
|                                                                                                        |  | 2005                            
|Numerator:                                                                                              |  |                                 
|                                                                                                        |  |                                 
|Net Income                                                                                              |  | $                     765       
|Denominator:                                                                                            |  |                                 
|                                                                                                        |  |                                 
|Denominator for basic net income per share                                                              |  |                                 
|Weighted average shares                                                                                 |  | 6,440,542                       
|Effect of dilutive securities:                                                                          |  |                                 
|Stock options                                                                                           |  | 44,570                          
|Restricted stock                                                                                        |  | 11,640                          
|Denominator for diluted net income per share                                                            |  |                                 
|Weighted average shares and assumed conversion of
          dilutive stock options and restricted stock |  | 6,496,752                       
|                                                                                                        |  |                                 
|Basic earnings per share                                                                                |  | $                   0.12        
|                                                                                                        |  |                                 
|Diluted earnings per share                                                                              |  | $                   0.12        

(1)

Note 6 - Cash Dividends

On February 16, 2005, we announced a quarterly cash dividend of $0.06 cents per share payable on March 11, 2005 to shareholders of record on February 25, 2005.

Note 7 - Recently Issued Accounting Standards

On December 16, 2004, the Financial Accounting Standards Board ("FASB") issued Statement No. 123 (revised 2004), Share Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation.  Statement 123 (R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows.  Generally, the approach in Statement 123 (R) is similar to the approach described in Statement No. 123.  However, Statement 123 (R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair value.  Pro forma disclosure is no longer an alternative.

The SEC announced on April 14, 2005 that it would provide for a phased-in implementation process for Statement 123 (R).  Based on this announcement, Statement 123 (R) must be adopted no later than January 1, 2006 and the Company expects to adopt the Statement on this date.  The Company plans to adopt Statement 123 (R) using the "modified prospective" method in which compensation cost is recognized beginning with the effective date based on the requirements of Statement 123 (R) for all share-based payments granted after the effective date and for all awards granted to employees prior to the effective date of Statement 123 (R) that remain unvested on the effective date.

As permitted by Statement 123, the Company currently accounts for share-based payments to employees using the intrinsic value method as detailed in APB Opinion No. 25 and, as such, generally recognizes no compensation cost for employee stock options.   Accordingly, the adoption of Statement 123 (R)'s fair value method will have an impact on the Company's results of operations.  The impact of adopting Statement 123 (R) cannot be predicted at this time due to all implementation issues not yet being fully resolved or clarified.

9

<PAGE>

ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This form 10-Q contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements may be identified by the use of words such as "believe," "expect," "anticipate," "should," "planned," "estimated," and "potential."  These forward-looking statements relate to, among other things, expectations of the business environment in which the Company operates, projections of future performance, perceived opportunities in the market, potential future credit experience, and statements regarding the Company's mission and vision.  These forward-looking statements are based upon current management expectations and may, therefore, involve risks and uncertainties.  The Company's actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide variety or range of factors including, but not limited to: interest rate fluctuations; economic conditions in the Company's primary market area; deposit flows; demand for residential, commercial real estate, consumer, and other types of loans; real estate values; success of new products; competitive conditions between banks and non-bank financial service providers; regulatory and accounting changes; success of new technology; technological factors affecting operations; costs of technology; pricing of products and services; costs of constructing new buildings; time to lease excess space in Company-owned buildings; and other risks detailed in the Company's reports filed with the Securities and Exchange Commission ("SEC"), including its Annual Report on Form 10-K for the year ended December 31, 2004.  Accordingly, these factors should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements.  The Company undertakes no responsibility to update or revise any forward-looking statements.

Comparison of Financial Condition at March 31, 2005 and December 31, 2004

General.

Assets.



(continued on next page)

10

<PAGE>

The following table sets forth the Company's loan portfolio by type as of the dates indicated (in thousands):



|                                |  | March 31, 2005                             |  | December 31, 2004                        
|------------------------------- |  | ------------------------------------------ |  | -----------------------------------------
|Real estate:                    |  |                                            |  |                                          
|One-to-four family residential  |  | $                                   87,117 |  | $                                97,455  
|Five or more family residential |  | 126,470                                    |  | 126,199                                  
|Commercial                      |  | 142,329                                    |  | 144,717                                  
|                                |  | 355,916                                    |  | 368,371                                  
|Real estate construction:       |  |                                            |  |                                          
|One-to-four family residential  |  | 29,551                                     |  | 16,183                                   
|                                |  |                                            |  |                                          
|Consumer:                       |  |                                            |  |                                          
|Automobile                      |  | 48,596                                     |  | 52,567                                   
|Home equity loans               |  | 29,426                                     |  | 28,775                                   
|Credit cards                    |  | 21,270                                     |  | 22,447                                   
|Other                           |  | 10,380                                     |  | 11,802                                   
|                                |  | 109,672                                    |  | 115,591                                  
|                                |  |                                            |  |                                          
|Commercial / business           |  | 3,446                                      |  | 2,828                                    
|                                |  |                                            |  |                                          
|Subtotal                        |  | 498,585                                    |  | 502,973                                  
|                                |  |                                            |  |                                          
|Less:                           |  |                                            |  |                                          
|Deferred loan fees, net         |  | (431)                                      |  | (254)                                    
|Allowance for loan losses       |  | (9,027)                                    |  | (8,981)                                  
|                                |  |                                            |  |                                          
|Net loans receivable            |  | $                               489,127    |  | $                                 493,738



Our investment securities portfolio (including mortgage-backed securities but excluding Federal Home Loan Bank stock) increased $10.7 million, or 5.6%, to $201.7 million at March 31, 2005 from $191.0 million at December 31, 2004.  The growth in the investment portfolio resulted primarily from the addition of newly purchased trust preferred securities.  Trust preferred securities increased by $12.1 million, or 31.0%, to $51.1 million at March 31, 2005 from $39.0 million at December 31, 2004.  U.S. agency securities increased $5.0 million to $30.8 million at March 31, 2005 from $25.8 million at December 31, 2004.  Mortgage-backed securities decreased $5.5 million, or 5.1%, to $101.9 million at March 31, 2005 from $107.4 million at December 31, 2004.  All other securities decreased by a net amount of $900,000.

Purchases of trust preferred securities totaled $12.1 million during the three months ended March 31, 2005.  The trust preferred securities purchased were variable rate securities with an average yield of 4.31% which reprice quarterly based on a London Interbank Offered Rate ("LIBOR") index.  These securities were purchased to increase our interest earning assets while managing our interest rate risk exposure in the investment securities portfolio.

Federal Home Loan Bank stock, while not considered an investment security for purposes of this discussion, remained relatively stable with an increase of $200,000, or 1.5%, to $13.6 million at March 31, 2005 from $13.4 million at December 31, 2004.  We purchased Federal Home Loan Bank of Seattle stock to meet the minimum stock requirements to support our level of borrowed funds from the Federal Home Loan Bank of Seattle.

Deposits.

Borrowed Funds.

11

<PAGE>

we continue to borrow funds from the Federal Home Loan Bank of Seattle to
fund attractive loan and investment opportunities that will increase
interest-earning assets and enhance earnings.

Shareholders' Equity.



Comparison of Operating Results for the Three Months Ended March 31, 2005 and March 31, 2004

General.  Net incomeincreased$11,000, or 1.5%, to $765,000 for the three months ended March 31, 2005 from $754,000 for the three months ended March 31, 2004.  The increase in net income was primarily the result of a lower provision for loan losses, and higher non-interest income, predominantly offset by lower net interest income.

Net Interest Income.  Net interest income was $6.4 million for the three months ended March 31, 2005 which was $800,000, or 11.1%, less than the $7.2 million for the three months ended March 31, 2004.  Interest income increased by $309,000 to $10.1 million for the three months ended March 31, 2005, along with interest expense, which increased $1.1 million to $3.7 million for the three months ended March 31, 2005.  Average interest-earning assets increasedto $708.1 million for the three months ended March 31, 2005 from $659.9 million for the three months ended March 31, 2004.  Offsetting this increase was a 76 basis point decline in our net interest margin to 3.59% for the three months ended March 31, 2005 from 4.35% for the three months ended March 31, 2004.  The decline in the net interest margin was primarily attributable to the increase in the Company's  cost of funds as a result of rising short term interest rates, the addition of investment securities that generally produce lower yields than loans, and lower loan yields earned.

Interest Income.  Interest income for the three months ended March 31, 2005 increased $309,000, or 3.2%, to $10.1 million compared to $9.8 million for the same period in 2004.  The increase was primarily the result of a $48.2million increase in the average balance of interest-earning assets during the three months ended March 31, 2005 compared to the three months ended March 31, 2004.  The increase in interest-earning assets was primarily a result of increased loan volume funded from increased borrowings, partially offset by lower interest rates on new loan production and prepayments of higher rate loans.  Interest earned on total loans for the three months ended March 31, 2005 was $8.2 million compared to $7.8 million for the three months ended March 31, 2004.  The average yield on total loans declined to 6.55% for the three months ended March 31, 2005 compared to 6.69% for the three months ended March 31, 2004.

Interest income on investment securities (including mortgage-backed securities but excluding Federal Home Loan Bank stock) increased slightly to $1.9 million for the three months ended March 31, 2005 from $1.8 million for the three months ended March 31, 2004.  The increase resulted from a 30 basis point rise in the average yield on investments to 3.84% for the three months ended March 31, 2005 from 3.54% for the three months ended March 31, 2004.  This increase was somewhat offset by a decrease of $6.2 million in average investments to $192.8 million for the three months ended March 31, 2005 from $199.0 million for the three months ended March 31, 2004.

Federal Home Loan Bank of Seattle ("FHLB") stock dividends decreased to $54,000 for the three months ended March 31, 2005, from $114,000 for the three months ended March 31, 2004.  The FHLB adopted a new dividend policy in December 2004, and neither declared nor paid a dividend in the fourth quarter of 2004.  Under this new policy, the FHLB will declare dividends for a given quarter based on earnings from the prior quarter, subject to certain limitations.  Based on recent announcements from the FHLB, it is expected that dividend rates will be lower in the current year as compared to past periods.

Interest Expense.  Interest expense increased $1.1 million, or 42.3%, and was $3.7 million for the three months ended March 31, 2005 compared to $2.6 million for the three months ended March 31, 2004.  The increase was primarily attributable to the average cost of interest-bearing liabilities increasing 61 basis points to 2.44% for the three months ended March 31, 2005 from 1.83% for the three months ended March 31, 2004.  This increase was coupled with growth in the average balance of interest-bearing liabilities of $83.6 million, or 15.7%, to $617.5 million for the three months ended March 31, 2005 from $533.9 million for the three months ended March 31, 2004.

Interest expense on Federal Home
Loan Bank of Seattle advances increased $716,000 for the three months ended
March 31, 2005 to $2.5 million from $1.8 million for the three months ended
March 31, 2004. The increase was attributable to a higher average balance of
Federal Home Loan Bank of Seattle advances outstanding of $298.0 million for the
three months ended March 31, 2005 compared to $246.3 million for the three
months ended March 31, 2004 and a higher average rate of 50 basis points.
Overnight and term borrowings continue to be used to fund growth in both loans
and investments. Interest expense on deposits increased $408,000, or 48.1%, to
$1.3 million for the three months ended March 31, 2005 compared to $849,000 for
the three month period ended March

12

<PAGE>

31, 2004. The average balance of interest-bearing deposits increased to
$319.5 million at March 31, 2005 compared to $287.6 million at March 31, 2004,
and there was an increase in the rate on interest bearing deposits to 1.59% as
of March 31, 2005 from 1.02% as of March 31, 2004.

Average Balances and Average Yields/Costs.  The following table sets forth, for the periods indicated, information regarding average balances of assets and liabilities as well as the resultant yields, interest rate spread, and net interest margin (otherwise known as net yield on interest-earning assets) (dollars in millions):



|                                         |  | Three months ended
 March 31, 2005 |  | Three months ended
 March 31, 2004
|---------------------------------------- |  | ---------------------------------- |  | ----------------------------------
|                                         |  | Average
Balance                    |  | Average
   Yield/Cost             
|                                         |  |                                    |  |                                   
|INTEREST-EARNING ASSETS                  |  |                                    |  |                                   
|Loans Receivable                         |  | $             501.4                |  | 6.55%                             
|Investment securities                    |  | 192.8                              |  | 3.84%                             
|FHLB stock                               |  | 13.3                               |  | 1.62%                             
|Interest-bearing deposits in other banks |  | 0.6                                |  | 2.58%                             
|Total interest-earning assets            |  | 708.1                              |  | 5.72%                             
|                                         |  |                                    |  |                                   
|Non-interest-earning assets              |  | 45.0                               |  |                                   
|                                         |  |                                    |  |                                   
|Total assets                             |  | $            753.1                 |  |                                   
|                                         |  |                                    |  |                                   
|INTEREST-BEARING LIABILITIES             |  |                                    |  |                                   
|Interest-bearing deposits                |  | $            319.5                 |  | 1.59%                             
|FHLB advances                            |  | 298.0                              |  | 3.36%                             
|                                         |  |                                    |  |                                   
|Total interest-bearing liabilities       |  | 617.5                              |  | 2.44%                             
|                                         |  |                                    |  |                                   
|Non-interest-bearing liabilities:        |  |                                    |  |                                   
|Non-interest-bearing checking            |  | 28.5                               |  |                                   
|Other                                    |  | 14.2                               |  |                                   
|                                         |  |                                    |  |                                   
|Total non-interest-bearing liabilities   |  | 42.7                               |  |                                   
|                                         |  |                                    |  |                                   
|Total liabilities                        |  | 660.2                              |  |                                   
|                                         |  |                                    |  |                                   
|Equity                                   |  | 92.9                               |  |                                   
|                                         |  |                                    |  |                                   
|Total liabilities and equity             |  | $            753.1                 |  |                                   
|                                         |  |                                    |  |                                   
|Net interest income                      |  | $               6.4                |  |                                   
|Interest rate spread                     |  |                                    |  | 3.28%                             
|Net interest margin                      |  | 3.59%                              |  |                                   

Provision for Loan Losses.
Our Asset/Liability Committee (the "Committee") assesses the adequacy of the allowance for loan losses on a quarterly basis.  In connection with the quarterly assessment, the Committee analyzes several different factors, including delinquency ratios, charge-off rates, underwriting criteria, and the changing risk profile of the loan portfolio, as well as local economic conditions including unemployment rates, bankruptcies, and vacancy rates of commercial and residential properties.

Our methodology for analyzing the allowance for loan losses consists of three components: formula, specific, and general allowances.  The formula allowance component is determined by applying an estimated loss percentage to various groups of loans.  The loss percentages are principally based on historical measures, such as the amount and types of classified loans, past due ratios, and the actual loss experience, which could affect the collectibility of the respective loan types.  The specific allowance component is created when management believes that the collectibility of a specific large loan, such as a real estate, multi-family or non-residential real estate loan, has been impaired and a loss is probable.  The general allowance component is established to ensure the adequacy of the allowance for loan losses in situations where the Committee believes that there are risk factors associated with the collectibility of the portfolio that may not be adequately addressed in the formula or specific allowance components.  Information considered for the general allowance component includes local economic and employment data.

13

<PAGE>

The provision for loan losses decreased $600,000 to $300,000 for the three months ended March 31, 2005, compared to $900,000 for the three months ended March 31, 2004.  The decrease was primarily a result of the improved credit quality of the loan portfolio and the increased percentage of loans secured by real estate.  Net charge-offs were $254,000 for the three month period ended March 31, 2005 compared to $544,000 for the three month period ended March 31, 2004.  The provision for the three months ended March 31, 2005 was set at $300,000, primarily as a result of the continued growth in real estate secured loans, the lower net charge-offs being experienced, and the improving regional and local economy.

The following table summarizes the activity in the allowance for losses on loans during the three-month periods ended March 31 (dollars in thousands):



|                                    |  | Three months ended                          |  | Three months ended                        
|----------------------------------- |  | ------------------------------------------- |  | ------------------------------------------
|                                    |  | March 31, 2005                              |  | March 31, 2004                            
|                                    |  |                                             |  |                                           
|Allowance as of beginning of period |  | $                                     8,981 |  | $                                    8,237
|                                    |  |                                             |  |                                           
|Provision for losses on loans       |  | 300                                         |  | 900                                       
|                                    |  |                                             |  |                                           
|Recoveries                          |  | 93                                          |  | 97                                        
|                                    |  |                                             |  |                                           
|Charge-offs                         |  | (347)                                       |  | (641)                                     
|                                    |  |                                             |  |                                           
|Allowance as of the end of period   |  | $                                   9,027   |  | $                                    8,593

Non-interest Income. Non-interest income increased $239,000, or 13.8%, to $2.0 million  at March 31, 2005 from$1.7 million for the three months ended March 31, 2004.  Gains on the sale of premise and equipment increased $249,000 primarily related to the gain from the sale of real estate that formerly housed the Bank's Fawcett Avenue branch, which was relocated to downtown Tacoma in December 2004.  The sale of this branch in March 2005 resulted in a pre-tax gain of $288,000.  Gain on sale of loans increased $69,000 and other operating income increased $81,000.  These increases were offset by a decrease in gain on sale of securities of $179,000.  Total service fees increased by a net $19,000

Non-interest Expense.  Non-interest expense was $6.9 million for the three months ended March 31, 2005, essentially unchanged from the same quarter in 2004.  There was a significant decrease of $610,000 in outside and professional services to $411,000 for the three months ended March 31, 2005, from $1,021,000 for the three months ended March 31, 2004.  Marketing expense also decreased by $89,000, while all other categories of non-interest expense increased.  Compensation expense increased $267,000 and office operations increased by $182,000, while all other categories of non-interest expense increased by a total of $236,000.

Compensation and benefits increased $267,000 to $3.6 million for the three months ended March 31, 2005 from $3.3 million for the three months ended March 31, 2004, as a result of increases in employee benefits primarily attributable to our MRP.  Compensation and benefits costs represented 51.9% and 47.9% of total non-interest expenses for the three months ended March 31, 2005, and 2004, respectively.

Office operations increased $182,000 to $1.5 million for the three months ended March 31, 2005 from $1.3 million for the three months ended March 31, 2004.  This increase is primarily attributable to increases in data processing maintenance and depreciation.

Outside and professional services decreased $610,000 to $411,000 for the three months ended March 31, 2005 from $1,021,000 for the three months ended March 31, 2004.  This decrease is primarily related to costs associated with completing our technology initiative that were still being incurred in the first quarter of 2004.

Income Tax Expense.  Income tax expense increased $27,000 to $394,000 for the three months ended March 31, 2005 from $367,000 for the same period a year ago.  Income before federal income tax was $1.2 for the three months ended March 31, 2005 compared to $1.1 million for the three months ended March 31, 2004, with effective tax rates of 34.0% and 32.7%, respectively.

Liquidity and Capital Resources

Liquidity.
We actively analyze and manage the Bank's liquidity with the objective of maintaining an adequate level of liquidity to ensure the availability of sufficient cash flows to support loan growth, fund deposit withdrawals, fund operations, and to satisfy other financial commitments.  See "Consolidated Statements of Cash Flows" contained in Item 1 - "Financial Statements" of Part I of this quarterly report.

14

<PAGE>

Our primary sources of funds are from customer deposits, loan repayments, loan sales, maturing investment securities, and borrowed funds from the Federal Home Loan Bank of Seattle.  These sources of funds, together with retained earnings and equity, are used to make loans, acquire investment securities and other assets, and fund continuing operations.  While maturities and the scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by the level of interest rates, economic conditions, and competition.  We believe that our current liquidity position and our forecasted operating results are sufficient to fund all of our existing commitments.

At March 31, 2005, we maintained a
credit facility with the Federal Home Loan Bank of Seattle equal to 45.0% of the
Bank's total assets, with an unused portion of the facility amounting to 5.2% of
the Bank's total assets, or $39.5 million. This credit facility depends
on us having sufficient collateral to pledge to the Federal Home Loan Bank of
Seattle. At March 31, 2005, we were in compliance with our collateral
requirements. In addition, we held available for sale investment securities and
readily saleable loans for liquidity purposes.

At March 31, 2005, certificates of deposit (excluding individual retirement account certificates of deposit) amounted to $165.1 million or 45.7% of total deposits, including $24.8 million of brokered deposits which are scheduled to mature by September 30, 2005.  Historically, we have been able to retain a significant amount of our retail deposits as they mature.  We have used brokered deposits for funding purposes to reduce disintermediation from our lower cost retail deposits.  We have also elected to borrow from the Federal Home Loan Bank of Seattle to supplement deposit funding.  Management believes that we have adequate resources to fund all loan commitments through deposits, borrowing from the Federal Home Loan Bank of Seattle, and the sale of mortgage loans or investments.  Management also believes that we can adjust the offering rates of certificates of deposit to increase, retain, or decrease deposits in changing interest rate environments.

In addition, another financing cash flow activity of the Company has been the repurchase of its common stock.  For information regarding the Company's repurchase of its outstanding common stock during the quarter ended March 31, 2005, see "Common Stock Repurchases" contained in
**Item 2 - "Unregistered Sales of Equity Securities and Use of Proceeds" under "Part II - Other Information" of this quarterly report.**

Capital.  Consistent with our objective to operate a sound and profitable financial institution, we have maintained and will continue to focus on maintaining a "well-capitalized" rating from regulatory authorities.  In addition, we are subject to certain capital requirements set by our regulatory agencies.  As of March 31, 2005, the Bank was classified as a "well-capitalized" institution under the criteria established by the Federal Deposit Insurance Corporation and exceeded all minimum capital requirements.  Total equity was $87.5 million at March 31, 2005, or 11.58% of total assets on that date.  Our regulatory capital ratios at March 31, 2005 were as follows:  Tier I leverage of 11.41%; Tier I risk-based capital of 16.35%; and total risk-based capital of 17.61%.

ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk

One of our primary financial objectives is to generate ongoing profitability.  The Bank's profitability depends primarily on its net interest income, which is the difference between the income it receives on its loan and investment portfolio and its cost of funds, which consists of interest paid on deposits and borrowings.  Net interest income is also affected by the relative amounts of interest-earning assets and interest-bearing liabilities.  When interest-earning assets increase, any positive interest rate spread will increase net interest income.  Net income is further affected by the level of non-interest income and expenses.  Non-interest income includes items such as service charges and fees on deposit accounts, loan servicing fees, and gains on sale of investments and loans.  Non-interest expenses include items such as compensation and benefits, office operations, outside and professional services, marketing, and other expenses.

The Bank continues to be exposed to interest rate risk and actively manages the impact of interest rate changes on net interest income and capital.  Management employs various strategies to manage the Bank's interest rate sensitivity including: (1) selling long-term fixed-rate mortgage loans; (2) borrowing intermediate- to long-term funds at fixed rates; (3) originating consumer and income property or residential construction loans with shorter maturities or at variable rates; (4) purchasing securities with short to intermediate maturities or repricing features; (5) appropriately modifying loan and deposit pricing to capitalize on the then-current market opportunities; and (6) increasing core deposits, such as savings, checking and money-market accounts, in order to reduce our reliance on the traditionally higher cost, more rate sensitive certificates of deposit.  At March 31, 2005, there were no material changes in the Bank's market risk from the information provided in the Company's 2004 Form 10-K which was filed with the SEC on March 9, 2005.

At March 31, 2005, the Bank had no off-balance sheet derivative financial instruments.  In addition, the Bank did not maintain a trading account for any class of financial instruments, nor has it engaged in hedging activities or purchased high risk derivative instruments.  Furthermore, the Bank is not subject to foreign currency exchange rate risk or commodity price risk.

15

<PAGE>

ITEM 4 - Controls and Procedures



Evaluation of Disclosure Controls and Procedures



An evaluation of the Company's disclosure controls and procedures (as defined in Section 13a-15(e)of the Securities Exchange Act of 1934 (the "Act")) was carried out under the supervision and with the participation of the Company's Chief Executive Officer, Chief Financial Officer, and other members of the Company's management team as of the end of the period covered by this quarterly report.  Based upon its evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures currently in effect are effective, in all material respects, in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms.  However, the Company continues to implement additional controls and processes to strengthen the overall system of internal controls.  See "Changes in Internal Controls" below.

Changes in Internal Controls



During the period covered by this quarterly report, management has implemented changes in the Company's internal controls relating to information technology systems' security and access privileges, segregation of duties, and the related management oversight thereof.  Management does not believe any of the changes made or currently underway in the Company's systems of internal control, or in other factors that could significantly affect internal control, have resulted in any significant deficiencies or material weaknesses in the Company's internal control subsequent to the date of their most recent evaluation.

The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all error and all fraud.  A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met.  Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns in controls or procedures can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.



PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

From time to time, the Company or its subsidiaries are engaged in legal proceedings in the ordinary course of business, none of which are considered to have a material impact on the Company's financial position or results of operations.

ITEM 2 - Unregistered Sales of Equity Securities and Use of Proceeds

The Company's common stock is traded on the NASDAQ National Market under the symbol "RPFG."  As of March 31, 2005, there were 7,003,366 shares of common stock issued, including 675,000 earned and unearned ESOP shares and 330,300 unvested restricted shares granted under the MRP.

Common Stock Repurchases

Bank holding companies, except for certain "well-capitalized" and highly rated bank holding companies, are required to give the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of their consolidated net worth.  The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, Federal Reserve order, or any condition imposed by, or written agreement with, the Federal Reserve.

The Company is "well-capitalized"
and highly rated in accordance with regulatory standards. On December 22, 2004,
the Company announced its third repurchase program for the repurchase of 5%, or
353,860 shares, of the Company's common stock,

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which was completed on February 15, 2005 at an average price of $17.70 per
share. The Company announced its intention to purchase an additional 5% of its
outstanding shares (336,400 shares) on February 16, 2005. This purchase is
expected to be completed over six months. At March 31, 2005, there were 20,816
shares remaining to be purchased under this repurchase program.

The following table sets forth information about the Company's repurchases of its outstanding common stock during the quarter ended March 31, 2005.



|Period                               |  | Total Number of Shares Purchased |  | Average Price Paid per Share |  | Total Number of Shares Purchased 
as Part of Publicly Announced Plans
 or Programs |  | Maximum Number
of Shares that May Yet be Purchased Under the Plans or Programs
|------------------------------------ |  | -------------------------------- |  | ---------------------------- |  | ---------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------
|                                     |  |                                  |  |                              |  |                                                                                    |  |                                                                               
|January 1, 2005 - January 31, 2005   |  | 232,194                          |  | $                     17.77  |  | 232,194                                                                            |  | 118,116                                                                       
|February 1, 2005 - February 28, 2005 |  | 279,100                          |  | 17.69                        |  | 279,100                                                                            |  | 175,416                                                                       
|March 1, 2005 - March 31, 2005       |  | 154,600                          |  | 16.62                        |  | 154,600                                                                            |  | 20,816                                                                        
|Total                                |  | 665,894                          |  | $                     17.47  |  | 665,894                                                                            |  |                                                                               
|                                     |  |                                  |  |                              |  |                                                                                    |  |                                                                               

ITEM 3 - Defaults Upon Senior Securities



Not applicable.



ITEM 4 - Submission of Matters to a Vote of Security Holders



Not applicable.

ITEM 5 - Other Information



Not applicable.



ITEM 6 - Exhibits



31.1       Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

31.2       Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

32          Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906
                                  
 of the Sarbanes-Oxley Act.

17

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SIGNATURES

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





Rainier Pacific Financial Group, Inc.





May 4, 2005                                                                                     /s/John A. Hall                                                                                                             John A. Hall
                                                                                                             President and Chief Executive Officer                                                                                                            (Principal Executive Officer)









May 4, 2005                                                                                   /s/Joel G. Edwards                                                                                                          Joel G. Edwards                                                                                                          Chief Financial Officer                                                                                                         (Principal Financial and Accounting Officer)

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EXHIBIT 31.1



Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John A. Hall, certify that:



1.           I have reviewed this Quarterly Report on Form 10-Q of Rainier Pacific Financial Group, Inc.;



2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
               a material fact necessary to make the statements made, in light of the circumstances under which such
               
  statements were made, not misleading with respect to the period covered by this report;



3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly
               present in all material respects the financial condition, results of operations and cash flows of the registrant as
               
  of, and for, the periods presented in this report;



4.           The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
              
 controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
               
  financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



(a)        Designed such disclosure controls and procedures, or caused such disclosure controls an
                                    
 procedures to be designed under our supervision, to ensure that material information relating 
                                     to the registrant, including its consolidated subsidiaries, is made known to us by others                                     within those entities, particularly during the period in which this report is being prepared;



(b)         Designed such internal control over financial reporting, or caused such internal control 
                                    over financial reporting to be designed under our supervision, to provide reasonable 
                                    assurance regarding the reliability of financial reporting and the preparation of financial 
                                    statements for external purposes in accordance with generally accepted accounting principles;



(c)         Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented
                                     in this report our conclusions about the effectiveness of the disclosure controls and procedures, 
                                     as of the end of the period covered by this report based on such evaluation; and



(d)         Disclosed in this report any change in the registrant's internal control over financial reporting that 
                                    occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in                                     the

 case of an annual report) that has materially affected, or is reasonably likely to materially
                      
              affect, the registrant's internal control over financial reporting; and



5.          The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
             
 control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
              
  directors (or persons performing the equivalent functions):



(a)        All significant deficiencies and material weaknesses in the design or operation of internal control
                                   over financial reporting which are reasonably likely to adversely affect the registrant's ability to
                                   
  record, process, summarize and report financial information; and



(b)        Any fraud, whether or not material, that involves management or other employees who have a
                                 
 significant role in the registrant's internal control over financial reporting.





Date: May 4, 2005                                                                       
/s/John A. Hall                  

                                                                                                         John A. Hall
                                                                                                         President and Chief Executive Officer

19

<PAGE>

EXHIBIT 31.2



Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Joel G. Edwards, certify that:

1.           I have reviewed this Quarterly Report on Form 10-Q of Rainier Pacific Financial Group, Inc.;



2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
               a material fact necessary to make the statements made, in light of the circumstances under which such
               
  statements were made, not misleading with respect to the period covered by this report;



3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly
               present in all material respects the financial condition, results of operations and cash flows of the registrant as
               
  of, and for, the periods presented in this report;



4.           The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
              
 controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
               
  financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



(a)        Designed such disclosure controls and procedures, or caused such disclosure controls an
                                    
 procedures to be designed under our supervision, to ensure that material information relating 
                                     to the registrant, including its consolidated subsidiaries, is made known to us by others                                     within those entities, particularly during the period in which this report is being prepared;



(b)         Designed such internal control over financial reporting, or caused such internal control 
                                    over financial reporting to be designed under our supervision, to provide reasonable 
                                    assurance regarding the reliability of financial reporting and the preparation of financial 
                                    statements for external purposes in accordance with generally accepted accounting principles;



(c)         Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented
                                     in this report our conclusions about the effectiveness of the disclosure controls and procedures, 
                                     as of the end of the period covered by this report based on such evaluation; and



(d)         Disclosed in this report any change in the registrant's internal control over financial reporting that 
                                    occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in                                     the

 case of an annual report) that has materially affected, or is reasonably likely to materially
                      
              affect, the registrant's internal control over financial reporting; and



5.          The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
             
 control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
              
  directors (or persons performing the equivalent functions):



(a)        All significant deficiencies and material weaknesses in the design or operation of internal control
                                   over financial reporting which are reasonably likely to adversely affect the registrant's ability to
                                   
  record, process, summarize and report financial information; and



(b)        Any fraud, whether or not material, that involves management or other employees who have a
                                 
 significant role in the registrant's internal control over financial reporting.





Date: May 4, 2005                                                                     
/s/Joel G. Edwards         

                                                                                                       Joel G. Edwards
                                                                                                       Chief Financial Officer

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<PAGE>



EXHIBIT 32



Certification of Chief Executive Officer and Chief Financial Officer 
of Rainier Pacific Financial Group, Inc.
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



The undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with this Quarterly Report on Form 10-Q, that: