|UNITED STATES                                                                               
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|SECURITIES AND
  EXCHANGE COMMISSION                                                        
|Washington, D.C.20549                                                                       
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|FORM 10-Q                                                                                   
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|(Mark One)                                                                                  
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|[X]                                                                                         
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|[   ]                                                                                       
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|Commission File Number: 000-50362                                                           
|                                                                                            
|RAINIER PACIFIC FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
|                                                                                            

|Washington
(State or other jurisdiction of incorporation or organization)                                          | 87-0700148
(I.R.S. Employer I.D. Number)
|------------------------------------------------------------------------------------------------------------------ | ----------------------------------------
|                                                                                                                   |                                         
|                                                                                                                  
|3700 Pacific Highway East, Suite 200,
Fife, Washington 98424
(Address of principal executive offices and zip code)
|                                                                                                                   |                                         
|(253) 926-4000
(Registrant's telephone number, including area code)                                               
|                                                                                                                   |                                         
|(Former name, former address and former fiscal year, if changed since last report)                                
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|                                                                                                                   |                                         

|Indicate by check 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 registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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|---------------------------------------------------------------------------------------------------------------- | ------------------
|Indicate by check whether the registrant
is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
|                                                                                                                 |                   
|                                                                                                                 | Yes .       
No X.

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:**Common stock, no par value** | As of March 31, 2004
8,442,840
| | --------------------------------------------- | ------------------------------

<PAGE>



RAINIER PACIFIC FINANCIAL GROUP, INC.
  Table of Contents



|PART 1  -  | FINANCIAL INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Page                                                     
|---------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                          
|ITEM 1 -   | Financial Statements.

Rainier Pacific Financial Group, Inc. (the "Company") was formed to serve as the stock holding company for Rainier Pacific Savings Bank (the "Bank") in connection with the Bank's mutual-to-stock conversion.  On October 20, 2003, the Company's offering closed and 7,935,000 shares were sold at $10.00 per share, with an additional 507,840 shares issued to the Rainier Pacific Foundation.  For a further discussion of the Company's formation and operations, see the Company's Annual Report on Form 10-K for the year ended December 31, 2003 (File Number 0-50362), filed on March 18, 2004.  Based upon the foregoing, the Unaudited Interim Consolidated Financial Statements filed as a part of this quarterly report for periods ended prior to October 20, 2003, are those of the Bank and its wholly-owned subsidiary, Support Systems, Inc.  The consolidated financial statements filed as a part of this quarterly report are as follows: |                                                          
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                          
|           | Consolidated Statements of Financial Condition as                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                          
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | of March 31, 2004 and December 31, 2003                  
|           | Consolidated Statements of Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                          
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | for the three-month periods ended March 31, 2004 and 2003
|           | Consolidated Statements of Cash Flows                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                          
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | for the three-month periods ended March 31, 2004 and 2003
|           | Selected Notes to Unaudited Interim Consolidated Financial
Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 6                                                        
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                          
|ITEM 2 -   | Management's Discussion and Analysis of Financial Condition and Results of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                          
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Operations:                                              
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                          
|           | Forward-Looking Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 8                                                        
|           | Comparison of Financial Condition at March 31, 2004 and December
31, 2003                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 8                                                        
|           | Comparison of Operating Results                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                          
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | for the three-month periods ended March 31, 2004 and 2003
|           | Liquidity and Capital Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 10                                                       
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                          
|ITEM 3 -   | Quantitative and Qualitative Disclosures about Market Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 11                                                       
|ITEM 4 -   | Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 11                                                       
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                          
|PART II -  | OTHER INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                          
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                          
|ITEM 1 -   | Legal Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 12                                                       
|ITEM 2 -   | Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 12                                                       
|ITEM 3 -   | Defaults Upon Senior Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 12                                                       
|ITEM 4 -   | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 12                                                       
|ITEM 5 -   | Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 12                                                       
|ITEM 6 -   | Exhibits and Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 12                                                       
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                          
|SIGNATURES | 13                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

1

<PAGE>



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

|                                                                                                                                                                                                      | At March 31, |  | At December 31,
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ |  | ---------------
|                                                                                                                                                                                                      | 2004         |  | 2003           
|ASSETS                                                                                                                                                                                                |              |  |                
|ASSETS:                                                                                                                                                                                               |              |  |                
|Cash and cash equivalents                                                                                                                                                                             | $   9,584    |  | $   9,922      
|Interest-bearing deposits with banks                                                                                                                                                                  | 1,820        |  | 115            
|Securities available-for-sale                                                                                                                                                                         | 119,368      |  | 80,213         
|Securities held-to-maturity (fair value of $109,721 at March 31, 2004 
          
    and $112,914 at December 31, 2003)                                                                              | 109,362      |  | 113,715        
|Federal Home Loan Bank stock, at cost                                                                                                                                                                 | 11,557       |  | 11,443         
|                                                                                                                                                                                                      |              |  |                
|Loans                                                                                                                                                                                                 | 451,499      |  | 447,557        
|Less: allowance for loan losses                                                                                                                                                                       | (8,593)      |  | (8,237)        
|Loans, net                                                                                                                                                                                            | 442,906      |  | 439,320        
|                                                                                                                                                                                                      |              |  |                
|Premises and equipment, net                                                                                                                                                                           | 25,491       |  | 21,236         
|Accrued interest receivable                                                                                                                                                                           | 3,445        |  | 3,559          
|Other assets                                                                                                                                                                                          | 6,099        |  | 5,772          
|                                                                                                                                                                                                      |              |  |                
|TOTAL ASSETS                                                                                                                                                                                          | $729,632     |  | $685,295       
|                                                                                                                                                                                                      |              |  |                
|                                                                                                                                                                                                      |              |  |                
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                                                                  |              |  |                
|LIABILITIES:                                                                                                                                                                                          |              |  |                
|Deposits                                                                                                                                                                                              |              |  |                
|Non-interest bearing                                                                                                                                                                                  | $  27,604    |  | $  28,429      
|Interest-bearing                                                                                                                                                                                      | 310,146      |  | 286,951        
|Total Deposits                                                                                                                                                                                        | 337,750      |  | 315,380        
|                                                                                                                                                                                                      |              |  |                
|Borrowed funds                                                                                                                                                                                        | 263,523      |  | 237,105        
|Corporate drafts payable                                                                                                                                                                              | 6,592        |  | 9,065          
|Deferred gain on sale and leaseback transaction                                                                                                                                                       | 982          |  | 1,019          
|Accrued compensation and benefits                                                                                                                                                                     | 1,260        |  | 3,430          
|Other liabilities                                                                                                                                                                                     | 3,829        |  | 4,739          
|                                                                                                                                                                                                      |              |  |                
|TOTAL LIABILITIES                                                                                                                                                                                     | 613,936      |  | 570,738        
|                                                                                                                                                                                                      |              |  |                
|SHAREHOLDERS' EQUITY:                                                                                                                                                                                 |              |  |                
|Common stock, no par value: 49,000,000 shares authorized; 8,442,840 shares        issued and 7,797,966 shares outstanding at March 31, 2004;        7,780,992 shares outstanding at December 31, 2003 | 82,637       |  | 82,570         
|Employee Stock Ownership Plan ("ESOP") debt                                                                                                                                                           | (6,449)      |  | (6,618)        
|Accumulated other comprehensive income (loss), net of tax                                                                                                                                             | 339          |  | (232)          
|Retained earnings                                                                                                                                                                                     | 39,169       |  | 38,837         
|                                                                                                                                                                                                      |              |  |                
|TOTAL SHAREHOLDERS' EQUITY                                                                                                                                                                            | 115,696      |  | 114,557        
|                                                                                                                                                                                                      |              |  |                
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                                                            | $729,632     |  | $685,295       
|                                                                                                                                                                                                      |              |  |                
|The accompanying notes are an integral part of these consolidated financial statements.                                                                                                              



2

<PAGE>

RAINIER PACIFIC FINANCIAL GROUP, INC. AND SUBSIDIARY
Consolidated Statements of Income(Unaudited)
Dollars In Thousands, Except Earnings Per Share



|                                                    | Three Months Ended
March 31,
|--------------------------------------------------- | ----------------------------
|INTEREST INCOME                                     | 2004                        
|Loans                                               | $       7,833               
|Securities available-for-sale                       | 844                         
|Securities held-to-maturity                         | 968                         
|Interest-bearing deposits                           | 21                          
|Federal Home Loan Bank stock dividends              | 114                         
|                                                    |                             
|Total interest income                               | 9,780                       
|                                                    |                             
|INTEREST EXPENSE                                    | 849                         
|Deposits                                            | 1,754                       
|Borrowed funds                                      |                             
|                                                    |                             
|Total interest expense                              | 2,603                       
|                                                    |                             
|Net interest income                                 | 7,177                       
|                                                    |                             
|PROVISION FOR LOAN LOSSES                           | 900                         
|Net interest income after provision for loan losses | 6,277                       
|                                                    |                             
|NON-INTEREST INCOME                                 |                             
|Deposit service fees                                | 854                         
|Loan service fees                                   | 274                         
|Insurance service fees                              | 159                         
|Investment service fees                             | 85                          
|(Gain) loss on sale of securities, net              | 179                         
|Gain on sale of loans, net                          | 138                         
|Gain on sale of premise and equipment, net          | 39                          
|Other operating income                              | 3                           
|                                                    |                             
|Total non-interest income                           | 1,731                       
|                                                    |                             
|NON-INTEREST EXPENSE                                |                             
|Compensation and benefits                           | 3,300                       
|Office operations                                   | 1,258                       
|Occupancy, net                                      | 344                         
|Loan servicing                                      | 79                          
|Outside and professional services                   | 1,013                       
|Marketing                                           | 409                         
|Other operating expenses                            | 484                         
|                                                    |                             
|Total non-interest expense                          | 6,887                       
|                                                    |                             
|INCOME BEFORE FEDERAL INCOME TAX                    | 1,121                       
|                                                    |                             
|FEDERAL INCOME TAX EXPENSE                          | 367                         
|                                                    |                             
|NET INCOME                                          | $           754             
|                                                    |                             
|EARNINGS PER COMMON SHARE                           |                             
|Basic                                               | $          0.10             
|Diluted                                             | $          0.10             
|Weighted average shares outstanding - Basic         | 7,786,650                   
|Weighted average shares outstanding - Diluted       | 7,786,650                   

|(1) | Shares outstanding and earnings per share information is not meaningful.  The Company did not complete its initial public offering until October 20, 2003.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these consolidated financial statements.

3

<PAGE>



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





|                                                  |                                                      | Three Months Ended                         
|------------------------------------------------- | ---------------------------------------------------- | -------------------------------------------
|                                                  |                                                      | March 31,                                  
|                                                  |                                                      | 2004                                       
|CASH FLOWS FROM OPERATING ACTIVITIES              |                                                      |                                            
|                                                  | Net income                                           |                                            
|                                                  | Adjustments to reconcile net income to net cash from |                                            
|                                                  | operating activities:                                |                                            
|                                                  |                                                      | Depreciation                               
|                                                  |                                                      | Provision for loan losses                  
|                                                  |                                                      | Federal Home Loan Bank stock dividends     
|                                                  |                                                      | Deferred income tax expense                
|                                                  |                                                      | (Gain) loss on sale of securities, net     
|                                                  |                                                      | Gain on sale of premises and equipment     
|                                                  |                                                      | Gain on sale of loans, net                 
|                                                  |                                                      | Change in operating assets and liabilities:
|                                                  |                                                      | Accrued interest receivable                
|                                                  |                                                      | Other assets                               
|                                                  |                                                      | Corporate drafts payable                   
|                                                  |                                                      | Other liabilities and deferred credits     
|                                                  |                                                      |                                            
|                                                  |                                                      |                                            
|                                                  |                                                      | Net cash from operating activities         
|                                                  |                                                      |                                            
|CASH FLOWS FROM INVESTING ACTIVITIES              |                                                      |                                            
|                                                  | Activity in securities available-for-sale:           |                                            
|                                                  | Sales, maturities, prepayments, and calls            |                                            
|                                                  |                                                      | Purchases                                  
|                                                  | Activity in securities held-to-maturity:             |                                            
|                                                  |                                                      | Maturities, prepayments, and calls         
|                                                  |                                                      | Purchases                                  
|                                                  | Purchases of Federal Home Loan Bank stock            |                                            
|                                                  | Increase in loans, net                               |                                            
|                                                  | Proceeds from sales of loans                         |                                            
|                                                  | Purchases of premises and equipment                  |                                            
|                                                  | Increase in interest-bearing deposits with banks     |                                            
|                                                  |                                                      |                                            
|                                                  |                                                      | Net cash from investing activities         
|                                                  |                                                      |                                            
|CASH FLOWS FROM FINANCING ACTIVITIES              |                                                      |                                            
|                                                  | Net increase (decrease) in deposits                  |                                            
|                                                  | Advances on borrowed funds                           |                                            
|                                                  | Repayments of borrowed funds                         |                                            
|                                                  | Repayment of ESOP debt                               |                                            
|                                                  | Dividends paid during quarter                        |                                            
|                                                  |                                                      |                                            
|                                                  |                                                      | Net cash from financing activities         
|                                                  |                                                      |                                            
|NET CHANGE IN CASH AND CASH EQUIVALENTS           |                                                      | (338)                                      
|                                                  |                                                      |                                            
|CASH AND CASH EQUIVALENTS, at beginning of period |                                                      | 9,922                                      
|                                                  |                                                      |                                            
|CASH AND CASH EQUIVALENTS, at end of period       |                                                      | $9,584                                     



4

<PAGE>

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





|                                      |                                                               | Three Months Ended
|------------------------------------- | ------------------------------------------------------------- | ------------------
|                                      |                                                               | March 31,         
|                                      |                                                               | 2004              
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW |                                                               |                   
|                                      | INFORMATION                                                   |                   
|                                      | Cash payments for:                                            |                   
|                                      | Interest                                                      |                   
|                                      |                                                               |                   
|                                      | Income taxes                                                  |                   
|                                      |                                                               |                   
|SUPPLEMENTAL DISCLOSURES OF NON-CASH  |                                                               |                   
|                                      | INVESTING ACTIVITIES                                          |                   
|                                      | Unrealized gains on securities available-for-sale, net of tax |                   

The accompanying notes are an integral part of these consolidated financial statements.

5

<PAGE>





RAINIER PACIFIC FINANCIAL GROUP, INC. AND SUBSIDIARYSELECTED NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004

Note 1 - Organization and Basis of Presentation



(a) 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, the bank holding company, Rainier Pacific Financial Group, Inc. (the "Company") was formed.  The Company purchased 100% of the Bank's common stock simultaneous with the Bank's conversion to stock form and the Company's offering and sale of common stock to the public.



The Bank provides a full range of banking services to consumers and small to 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, operates Rainier Pacific Insurance Agency and Rainier Pacific Financial Services.



(b)  Basis of Presentation



The consolidated financial statements presented in this quarterly report include the accounts of the Company, the Bank, and SSI.  The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for condensed interim financial information and predominant practices followed by the financial services industry, are unaudited, and do not include all of the information and footnotes required for complete financial statements.  These consolidated financial statements should be read in conjunction with our December 31, 2003 audited consolidated financial statements and the accompanying notes included in the Company's Form 10-K filed on March 18, 2004.  All significant inter-company transactions and balances have been eliminated.  In the opinion of the Company's management, all adjustments consisting of normal recurring accruals necessary for a fair presentation of the financial condition and results of operations for the interim periods included herein have been made.  Operating results for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ended December 31, 2004.

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.  The Bank considers the allowance for loan losses to be a critical accounting estimate.

Material estimates that are particularly susceptible to significant changes relate to the determination of the allowance for loan losses, deferred income taxes, 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, 2004, there were no material changes in the Company's significant accounting policies or critical accounting estimates from those disclosed in the Company's Form 10-K filed March 18, 2004.

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 savings 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 savings bank continues to have and succeeds to all the rights, obligations, and relations of the mutual bank.

6

<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 Securities and Exchange Commission ("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 - Earnings Per Share

Earnings per share ("EPS") is computed using the weighted average number of common and diluted 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 reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.  There were no outstanding securities or contracts that could be exercised or converted into common stock as of March 31, 2004.

Note 5 - Cash Dividends

The Company paid its first cash dividend of $0.05 per share on March 10, 2004 to shareholders of record at the close of business February 27, 2004.

Note 6 - Recently Issued Accounting Standards

There were no recently issued accounting standards that affected the Company during the three months ended March 31, 2004.

7

<PAGE>

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

Forward-Looking Statements

Certain matters discussed in this Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  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; demand for residential, commercial real estate, consumer, and other types of loans; 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.  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, 2004 and December 31, 2003

General.

Assets.

Our investment securities portfolio (including mortgage-backed securities but excluding Federal Home Loan Bank Stock) increased $34.8 million, or 17.9%, to $228.7 million at March 31, 2004 from $193.9 million at December 31, 2003.  The growth in the investment portfolio resulted from an increase in investable funds from the mutual-to-stock conversion proceeds and increased borrowings.  Mortgage-backed securities increased $24.6 million.  The increase in mortgage-backed securities consisted of shorter-term mortgage-backed securities (or securities that reprice in one to five years) including five year balloon, hybrid adjustable mortgage securities, and $6.1 million of 10-year fixed rate.  U.S. agency securities increased $5.4 million, bank trust preferred securities increased $4.0 million, and all other securities, net, increased $800,000.

Premises and equipment increased by $4.3 million, or 20.3%, to $25.5 million at March 31, 2004 from $21.2 million at December 31, 2003.  The increase was the result of the cost of construction of an office/retail building that will accommodate our corporate offices, a portion of our administrative offices, and the relocation of our Fawcett Avenue branch.

Deposits.

Borrowings.

8

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Capital.

Comparison of Operating Results for the Three Months Ended March 31, 2004 and March 31, 2003

General.  Net income decreased $31,000, or 3.9%, to $754,000 for the three months ended March 31, 2004 compared to $785,000 for the three months ended March 31, 2003.  The decrease in net income was primarily the result of higher net interest income from increased interest-earning assets, a lower provision for loan losses, decreased non-interest income from reduced gains on sale of loans; and increased non-interest expenses related to the hiring of additional personnel, the opening of a new branch location, and the recent technology systems implementation.

Net Interest Income.  Net interest income increased $1.3 million, or 22.0%, to $7.2 million for the three months ended March 31, 2004 compared to $5.9 million for the three months ended March 31, 2003.  This increase in net interest income resulted from an increase in interest income of $1.1 million and a decrease in interest expense of $206,000 for the three months ended March 31, 2004.  Average interest-earning assets increased to $659.9 million for the three months ended March 31, 2004 from $495.7 million for the three months ended March 31, 2003.  Offsetting this increase in average interest-earning assets was a 50 basis point decline in our net interest margin to 4.35% for the three months ended March 31, 2004 from 4.85% for the three months ended March 31, 2003.  The decline in the net interest margin was primarily attributable to customer deposits and borrowed funds being invested in lower-rate loans and investments during a period of historically low interest rates. Interest rates on the majority of our customer deposits are below 1.00% and can no longer be lowered in proportion to the decreases being experienced in market interest rates on loans.

Interest Income.  Interest income for the three months ended March 31, 2004 increased $1.1 million, or 12.6%, to $9.8 million compared to $8.7 million for the same period in 2003.  The increase was the result of a $164.2 million increase in the average balance of interest-earning assets during the three months ended March 31, 2004, which was primarily a result of investment purchases funded from the mutual-to-stock conversion proceeds and increased borrowings, partially offset by lower interest rates and prepayments of higher rate loans in our portfolio.  Interest earned on total loans for the three months ended March 31, 2004 was $7.8 million compared to $7.3 million for the three months ended March 31, 2003.  The average yield on total loans declined to 6.69% for the three months ended March 31, 2004 compared to 7.73% for the three months ended March 31, 2003.

Interest income on investment securities (including mortgage-backed securities but excluding Federal Home Loan Bank Stock) increased $462,000 to $1.8 million for the three months ended March 31, 2004 compared to $1.4 million for the three months ended March 31, 2003.  The increase resulted from an $87.2 million increase in average investments to $199.0 million for the three months ended March 31, 2004 compared to $111.8 million for the three months ended March 31, 2003.  This increase was partially offset by a 117 basis point decline in the average yield on investments to 3.66% for the three months ended March 31, 2004 from 4.83% for the three months ended March 31, 2003.

Interest Expense.  Interest expense decreased $206,000, or 7.4%, to $2.6 million for the three months ended March 31, 2004 compared to $2.8 million for the three months ended March 31, 2003.  The decrease is primarily attributable to the average cost of interest-bearing liabilities decreasing 71 basis points from 2.54% for the three months ended March 31, 2003 to 1.83% for the three months ended March 31, 2004.  The average balance of interest-bearing liabilities increased $123.8 million to $565.2 million for the three months ended March 31, 2004 from $442.9 million for the three months ended March 31, 2003.

Interest expense on Federal Home Loan Bank of Seattle advances increased $91,000 for the three months ended March 31, 2004 to $1.8 million from $1.7 million for the three months ended March 31, 2003.  The increase is attributable to a larger average balance of  Federal Home Loan Bank of Seattle advances outstanding of $246.3 million for the three months ended March 31, 2004 compared to $171.1 million for the three months ended March 31, 2003.  Stock offering proceeds and overnight and term borrowings continue to be used to fund growth in both loans and investments.

Provision for Loan Losses.  Our Asset/Liability Committee (the "Committee") assesses 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

9

<PAGE>

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.

The provision for loan losses decreased $150,000 to $900,000 for the three months ended March 31, 2004 compared to $1.1 million for the three months ended March 31, 2003.  We decreased the provision by $150,000 for the three months ended March 31, 2004 primarily as a result of the stable credit quality of the loan portfolio and the increased percentage of loans secured by real estate.  The provision was set at $900,000, primarily as a result of the continued loan growth in the multi-family, non-residential real estate, and residential construction loan portfolio; the unseasoned nature of the loan growth; and the relatively weak regional and local economy.  Washington State had the ninth highest preliminary unemployment rate in the nation at 6.1% for March 2004.  Unemployment in Pierce County, our primary market, was 6.7% unadjusted for seasonal variation in March 2004.  In addition, a total of $153.7 million, or 78.3%, of our multi-family, nonresidential real estate, and residential construction loan portfolios were originated within the past two years.  Although we have not experienced any losses on these loan types, the unseasoned nature of these loans and continued weak economic conditions in our market area may result in future loan losses from these portfolios.

Non-interest Income.  Non-interest income decreased $199,000 to $1.7 million for the three months ended March 31, 2004 compared to $1.9 million for the three months ended March 31, 2003.  The decrease is primarily a result of a decrease in gains on the sale of loans and investments of $156,000, lower investment service fees of $46,000 from our financial planning and investment operation, and a $38,000 increase on loan servicing fees.

Non-interest Expense.  Non-interest expense increased $1.3 million, or 23.2%, to $6.9 million for the three months ended March 31, 2004 compared to $5.6 million for the three months ended March 31, 2003.  This increase was primarily the result of increased staffing levels, the opening of our 12th branch in January 2004, growth in the Bank's core business, as well as office operations and outside professional services related to the technology initiative.  Increases in expenses for the three months ended March 31, 2004 compared to the same period last year included $353,000 in outside and professional services, $242,000 in compensation and benefits, $466,000 in office operations, and $181,000 in all other operating expense categories.

Compensation and benefits increased $242,000 to $3.3 million for the three months ended March 31, 2004 compared to $3.1 million for the three months ended March 31, 2003.  Compensation and benefits costs represented 47.9% and 54.2% of total non-interest expenses for the three months ended March 31, 2004, and 2003, respectively.  We increased the number of regular and temporary staff to expand our branch network, support our new technology systems, and increase our back office staff to support our growth.  As of March 31, 2004, we employed 221 full-time equivalent employees, compared to 200 at March 31, 2003.

Office operations increased $466,000 to $1.3 million for the three months ended March 31, 2004 compared to $792,000 for the three months ended March 31, 2003.  This increase was primarily attributable to data processing maintenance and depreciation associated with the implementation of our new information systems in December 2003 in connection with our technology initiative.  The technology initiative involved the replacement of several information systems including the core processing system and related applications.  The old information systems were in most cases fully depreciated prior to 2003, and we were no longer incurring any material depreciation expenses associated with these systems.

Outside professional services increased $353,000 to $1.0 million for the three months ended March 31, 2004 compared to $660,000 for the three months ended March 31, 2003.  This increase was primarily attributable to costs associated with completing our technology initiative and consulting and accounting costs associated with becoming a public company.

Income Tax Expense.  Income tax expense decreased $17,000 to $367,000 for the three months ended March 31, 2004 compared to $384,000 for the same period a year ago.  Income before federal income tax was $1.1 million for the three months ended March 31, 2004 compared to $1.2 million for the three months ended March 31, 2003, with effective tax rates of 32.7% and 32.8%, 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 this quarterly report.

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

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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, 2004, we maintained a credit facility with the Federal Home Loan Bank of Seattle equal to 45% of the Bank's total assets, with an unused portion of the facility amounting to 8.8% of the Bank's total assets, or $63.8 million. This credit facility is dependent on us having sufficient collateral to pledge to the Federal Home Loan Bank of Seattle.  At March 31, 2004, 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, 2004, certificates of deposits (excluding individual retirement account certificates of deposit) amounted to $159.9 million or 47.1% of total deposits, including $10.0 million of brokered deposits which are scheduled to mature by March 31, 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 increases in the pricing of our retail deposits.  We have also elected to borrow from the Federal Home Loan Bank of Seattle and generally price certificates of deposit at below market rates to manage the overall cost of the deposit portfolio.  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.

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, 2004, 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 $115.7 million at March 31, 2004, or 15.86% of total assets on that date.  Our regulatory capital ratios at March 31, 2004, were as follows:  Tier I leverage of 11.88%; Tier I risk-based capital of 16.86%; and total risk-based capital of 18.09%.

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 further affected by the relative amount 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 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, 2004, there were no material changes in the Bank's market risk from the information provided in the Company's Form 10-K for the year ended December 31, 2003, which was filed with the SEC on March 18, 2004.

At March 31, 2004, 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.



ITEM 4 - Controls and Procedures



(a)    Evaluation of Disclosure Controls and Procedures.



An evaluation of the Company's disclosure controls and procedures (as defined in Section 13(a)-15(e) or 15(d)-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.  The Company's Chief Executive Officer and Chief Financial Officer concluded
that the Company's

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disclosure controls and procedures as currently in effect are effective in all material respects, 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 Security and Exchange Commission's rules and forms.  However, the Company is currently in the process of implementing additional controls and processes to strengthen the overall system of internal controls due to considerable changes made to the Company's technology infrastructure.  (See "Changes in Internal Controls" below).



(b)    Changes in Internal Controls.



On December 1, 2003, the Company, through its primary subsidiary the Bank, completed the installation and implementation of a new technology infrastructure.  This new infrastructure involved the replacement of a majority of the Bank's central processing hardware and the replacement or introduction of numerous software applications such as: loan origination and collections, credit and debit card processing, internet banking, core bank processing, customer relationship management, enterprise data warehousing, digital records management, and general ledger systems.  In connection with these technology changes, management modified many previously established internal controls where applicable, and has implemented new or is in the process of implementing additional controls and processes to strengthen the overall system of internal controls.  These additional controls may affect the Company's disclosure controls and processes, and as such are being designed and implemented to ensure that information, in all material respects, continues to be accumulated and communicated to the Company's management in a timely manner, and that it is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms.

Management does not believe any of the changes currently underway in the Bank's systems of internal controls, or in other factors that could significantly affect disclosure controls, have resulted in any significant deficiencies or material weaknesses in the Company's disclosure controls and procedures subsequent to the date of their most recent evaluation.

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.  Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities



Not applicable.

Item 3.  Defaults Upon Senior Securities



Not applicable.



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



Not applicable.



Item 5.  Other Information



Not applicable.



Item 6.  Exhibits and Reports on Form 8-K



(a)     Exhibits :

|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.



(b)     Reports on
Form 8-K:



|1. | The Company filed a Form 8-K dated February 11, 2004 regarding its earnings for the quarter and year ended December 31, 2003.
|-- | -----------------------------------------------------------------------------------------------------------------------------
|2. | The Company filed a Form 8-K dated February 18, 2004 announcing the payment of an initial quarterly dividend.                

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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 7, 2004                                                                          
/s/ John A. Hall                                                                                                 John A. Hall
                                                                                                
President and Chief Executive Officer
                                                                                                
(Principal Executive Officer)





May 7, 2004                                                                           
/s/ Joel G. Edwards
                                                                                                
Joel G. Edwards
                                                                                                
Chief Financial Officer
                                                                                                
(Principal Financial and Accounting Officer)



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<PAGE>



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)) for the registrant and we
have:                                                                         
|  
|   | (a)                                                                                                                                                                                                                                                                                                       
|  
|   | (b)                                                                                                                                                                                                                                                                                                       
|  
|   | (c)                                                                                                                                                                                                                                                                                                       
|  
|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)                                                                                                                                                                                                                                                                                                       
|  
|   | (b)                                                                                                                                                                                                                                                                                                       

Date:  May 7, 2004                                                                       
/s/ John A. Hall
                                                                                                       
John A. Hall
                                                                                                       
President and Chief Executive Officer

<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)) for the registrant and we
have:                                                                         
|  
|   | (a)                                                                                                                                                                                                                                                                                                       
|  
|   | (b)                                                                                                                                                                                                                                                                                                       
|  
|   | (c)                                                                                                                                                                                                                                                                                                       
|  
|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)                                                                                                                                                                                                                                                                                                       
|  
|   | (b)                                                                                                                                                                                                                                                                                                       

Date: May 7, 2004                                                               
/s/ Joel G. Edwards
                                                                                               
Joel G. Edwards
                                                                                               
Chief Financial Officer

<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:



1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ John A. Hall                                                   
/s/ Joel G. Edwards
John A. Hall                                                                                       Joel G. Edwards
President and Chief Executive Officer                                           Chief Financial Officer

Dated: May 7, 2004

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