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



FORM 10-Q/A

(Mark One)

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

For the quarterly period ended ..............................  June 30, 2005

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

For the transition period from ________________ to _________________

Commission File Number 000-50362



RAINIER PACIFIC FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)



Washington                                                                                                                        87-0700148

1498 Pacific Avenue, Tacoma, WA 98402



(253) 926-4000



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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

           

YesX  . No.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

APPLICABLE ONLY TO CORPORATE ISSUERS

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

Title of class:                                                                                                                           As of June 30, 2005

Common stock, no par value6,988,766*

*  Includes 560,004 shares held by the Rainier Pacific 401(k) Employee Stock Ownership Plan that have not been
    released, committed to be released, or allocated to participant accounts; and 262,240 restricted shares granted under
    
 the Rainier Pacific Financial Group, Inc. 2004 Management Recognition Plan that have not yet vested.

<PAGE>

RAINIER PACIFIC FINANCIAL GROUP, INC.FORM 10-Q/A



EXPLANATORY NOTE



This Form 10-Q/A amends the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, and is being       filed solely to correct a typographical error in the Net Income line item for the six months ended June 30, 2005 contained in      the Consolidated Statements of Income.  The registrant's Consolidated Financial Statements included in this Form 10-Q/A      have not changed in any other respect. Exhibit Numbers 31.1, 31.2 and 32 are being included with this Form 10-Q/A and      have been dated as of the date of this filing but are otherwise unchanged.







Table of Contents





|PART 1 -   | FINANCIAL INFORMATION                                                 | Page                                                                             
|---------- | --------------------------------------------------------------------- | ---------------------------------------------------------------------------------
|           |                                                                       |                                                                                  
|ITEM 1 -   | Financial Statements:                                                 |                                                                                  
|           |                                                                       |                                                                                  
|           | Consolidated Statements of Financial Condition as                     |                                                                                  
|           |                                                                       | of June 30, 2005 and December 31, 2004                                           
|           | Consolidated Statements of Income for the                             |                                                                                  
|           |                                                                       | Three Months and Six Months Ended June 30, 2005 and 2004                         
|           | Consolidated Statements of Cash Flows for the                         |                                                                                  
|           |                                                                       | Six Months Ended June 30, 2005 and 2004                                          
|           | Consolidated Statements of Shareholders' Equity                       |                                                                                  
|           |                                                                       | for the Six Months Ended June 30, 2005 and 
 for the Year Ended December 31, 2004
|           | Selected Notes to Unaudited Interim Consolidated Financial
Statements | 7                                                                                
|SIGNATURES |                                                                       | 10                                                                               
|           |                                                                       |                                                                                  

<PAGE>

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



|                                                                                                                                                                                                                                                  |        | At June 30,              |        | At December 31,              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------ | ------------------------ | ------ | -----------------------------
|                                                                                                                                                                                                                                                  |        | 2005                     |        | 2004                         
|ASSETS                                                                                                                                                                                                                                            |        |                          |        |                              
|ASSETS                                                                                                                                                                                                                                            |        |                          |        |                              
|Cash and cash equivalents                                                                                                                                                                                                                         |        | $                  7,499 |        | $                       8,927
|Interest-bearing deposits with banks                                                                                                                                                                                                              |        | 416                      |        | 1,271                        
|Securities available-for-sale                                                                                                                                                                                                                     |        | 109,682                  |        | 97,436                       
|Securities held-to-maturity (fair value of $86,624 at June 30, 2005, $92,779
          
 at December 31, 2004)                                                                                                                                    |        | 87,285                   |        | 93,540                       
|Federal Home Loan Bank ("FHLB") stock, at cost                                                                                                                                                                                                    |        | 13,712                   |        | 13,374                       
|                                                                                                                                                                                                                                                  |        |                          |        |                              
|Loans                                                                                                                                                                                                                                             |        | 515,995                  |        | 502,719                      
|Less: allowance for loan losses                                                                                                                                                                                                                   |        | (8,799)                  |        | (8,981)                      
|Loans, net                                                                                                                                                                                                                                        |        | 507,196                  |        | 493,738                      
|                                                                                                                                                                                                                                                  |        |                          |        |                              
|Premises and equipment, net                                                                                                                                                                                                                       |        | 34,654                   |        | 34,684                       
|Accrued interest receivable                                                                                                                                                                                                                       |        | 3,412                    |        | 3,354                        
|Other assets                                                                                                                                                                                                                                      |        | 5,562                    |        | 5,452                        
|                                                                                                                                                                                                                                                  |        |                          |        |                              
|TOTAL ASSETS                                                                                                                                                                                                                                      |        | $           
769,418     |        | $                  
751,776  
|                                                                                                                                                                                                                                                  |        |                          |        |                              
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                                                                                                              |        |                          |        |                              
|LIABILITIES                                                                                                                                                                                                                                       |        |                          |        |                              
|Deposits                                                                                                                                                                                                                                          |        |                          |        |                              
|Non-interest bearing                                                                                                                                                                                                                              |        | $             28,028     |        | $                     29,654 
|Interest-bearing                                                                                                                                                                                                                                  |        | 345,777                  |        | 315,262                      
|Total Deposits                                                                                                                                                                                                                                    |        | 373,805                  |        | 344,916                      
|                                                                                                                                                                                                                                                  |        |                          |        |                              
|Borrowed funds                                                                                                                                                                                                                                    |        | 299,559                  |        | 295,722                      
|Corporate drafts payable                                                                                                                                                                                                                          |        | 3,433                    |        | 3,839                        
|Accrued compensation and benefits                                                                                                                                                                                                                 |        | 1,972                    |        | 1,828                        
|Other liabilities                                                                                                                                                                                                                                 |        | 2,176                    |        | 6,665                        
|                                                                                                                                                                                                                                                  |        |                          |        |                              
|TOTAL LIABILITIES                                                                                                                                                                                                                                 |        | 680,945                  |        | 652,970                      
|                                                                                                                                                                                                                                                  |        |                          |        |                              
|SHAREHOLDERS' EQUITY                                                                                                                                                                                                                              |        |                          |        |                              
|Common stock, no par value: 49,000,000 shares authorized; 6,988,766
        
 shares issued and 6,167,797 shares outstanding at June 30, 2005;
          
  7,672,260 shares issued and 6,779,634 shares outstanding at         December 31, 2004 |        | 53,532                   |        | 64,672                       
|Unearned Employee Stock Ownership Plan ("ESOP") shares                                                                                                                                                                                            |        | (5,600)                  |        | (5,940)                      
|Accumulated other comprehensive loss, net of tax                                                                                                                                                                                                  |        | (802)                    |        | (725)                        
|Retained earnings                                                                                                                                                                                                                                 | 41,343 |                          | 40,799
|                                                                                                                                                                                                                                                  |        |                          |        |                              
|TOTAL SHAREHOLDERS' EQUITY                                                                                                                                                                                                                        |        | 88,473                   |        | 98,806                       
|                                                                                                                                                                                                                                                  |        |                          |        |                              
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                                                                                                        |        | $            
769,418    |        | $                 
751,776   



2

<PAGE>

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

|                                                    | Three Months Ended
June 30, |  | Six Months Ended
June 30,
|--------------------------------------------------- | --------------------------- |  | -------------------------
|                                                    | 2005                        |  | 2004                     
|INTEREST INCOME                                     |                             |  |                          
|Loans                                               | $                8,364      |  | $             
8,030     
|Securities available-for-sale                       | 1,129                       |  | 1,105                    
|Securities held-to-maturity                         | 812                         |  | 1,019                    
|Interest-bearing deposits                           | 5                           |  | 1                        
|FHLB stock dividends                                | -                           |  | 124                      
|                                                    |                             |  |                          
|Total interest income                               | 10,310                      |  | 10,279                   
|                                                    |                             |  |                          
|INTEREST EXPENSE                                    |                             |  |                          
|Deposits                                            | 1,599                       |  | 966                      
|Borrowed funds                                      | 2,723                       |  | 1,820                    
|                                                    |                             |  |                          
|Total interest expense                              | 4,322                       |  | 2,786                    
|                                                    |                             |  |                          
|Net interest income                                 | 5,988                       |  | 7,493                    
|                                                    |                             |  |                          
|PROVISION FOR LOAN LOSSES                           | 150                         |  | 600                      
|                                                    |                             |  |                          
|Net interest income after provision for loan losses | 5,838                       |  | 6,893                    
|                                                    |                             |  |                          
|NON-INTEREST INCOME                                 |                             |  |                          
|Deposit service fees                                | 971                         |  | 1,069                    
|Loan service fees                                   | 238                         |  | 203                      
|Insurance service fees                              | 133                         |  | 135                      
|Investment service fees                             | 124                         |  | 70                       
|Gain/(loss) on sale of securities, net              | (2)                         |  | -                        
|Gain on sale of loans, net                          | 109                         |  | 144                      
|Gain/(loss) on sale of premise and equipment, net   | (2)                         |  | 43                       
|Other operating income                              | 120                         |  | 17                       
|                                                    |                             |  |                          
|Total non-interest income                           | 1,691                       |  | 1,681                    
|                                                    |                             |  |                          
|NON-INTEREST EXPENSE                                |                             |  |                          
|Compensation and benefits                           | 3,604                       |  | 3,588                    
|Office operations                                   | 1,312                       |  | 1,240                    
|Occupancy, net                                      | 472                         |  | 357                      
|Loan servicing                                      | 132                         |  | 114                      
|Outside and professional services                   | 403                         |  | 744                      
|Marketing                                           | 238                         |  | 314                      
|Other operating expenses                            | 408                         |  | 776                      
|                                                    |                             |  |                          
|Total non-interest expense                          | 6,569                       |  | 7,133                    
|                                                    |                             |  |                          
|INCOME BEFORE PROVISION FOR FEDERAL INCOME TAX      | 960                         |  | 1,441                    
|                                                    |                             |  |                          
|PROVISION FOR FEDERAL INCOME TAX                    | 325                         |  | 469                      
|                                                    |                             |  |                          
|NET INCOME                                          | $                   635     |  | $                    972 
|                                                    |                             |  |                          
|EARNINGS PER COMMON SHARE                           |                             |  |                          
|Basic                                               | $                 0.10      |  | $                   0.12 
|Diluted                                             | $                 0.10      |  | $                   0.12 
|Weighted average shares outstanding - Basic         | 6,148,455(1)                |  | 7,708,216(2)             
|Weighted average shares outstanding - Diluted       | 6,150,112(1)                |  | 7,708,216(2)             

(1)     Weighted average shares outstanding (both Basic and Diluted) include 67,335 shares of the 328,300 restricted shares granted and issued under the
         
 Company's 2004 Management Recognition Plan ("MRP").

(2)     Weighted average shares outstanding (both Basic and Diluted) include 1,310 shares of the 336,800 restricted shares granted and issued under the
         
 MRP.  Diluted weighted average shares outstanding exclude the impact of 680,000 options (with an exercise price of $16.26 per share) granted under
          
  the 2004 Stock Option Plan and 335,490 of restricted shares granted under the MRP, as a result of such options and restricted shares not being
           
   dilutive at June 30, 2004.

3

<PAGE>



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



|                                                                                   |  | Six Months Ended              
|---------------------------------------------------------------------------------- |  | ------------------------------
|                                                                                   |  | June 30,                      
|                                                                                   |  | 2005                          
|CASH FLOWS FROM OPERATING ACTIVITIES                                               |  |                               
|Net income                                                                         |  | $                       1,400 
|Adjustments to reconcile net income to net cash from operating  activities:        |  |                               
|Depreciation                                                                       |  | 1,831                         
|Provision for loan losses                                                          |  | 450                           
|FHLB stock dividends                                                               |  | (54)                          
|Deferred income tax expense                                                        |  | 26                            
|Loss/(gain) on sale of securities, net                                             |  | 2                             
|Loss/(gain) on sale of premises and equipment                                      |  | (286)                         
|Loss/(gain) on sale of loans, net                                                  |  | (316)                         
|Accrued compensation for restricted stock awards                                   |  | 530                           
|Amortization (accretion) of premium and discount on  
            
     securities |  | 515                           
|Change in operating assets and liabilities:                                        |  |                               
|Accrued interest receivable                                                        |  | (58)                          
|Other assets                                                                       |  | (96)                          
|Corporate drafts payable                                                           |  | (406)                         
|Other liabilities                                                                  |  | (4,345)                       
|                                                                                   |  |                               
|Net cash from operating activities                                                 |  | (807)                         
|                                                                                   |  |                               
|CASH FLOWS FROM INVESTING ACTIVITIES                                               |  |                               
|Activity in securities available-for-sale:                                         |  |                               
|Sales                                                                              |  | 11,156                        
|Maturities, prepayments, and calls                                                 |  | 5,916                         
|Purchases                                                                          |  | (29,751)                      
|Activity in securities held-to-maturity:                                           |  |                               
|Maturities, prepayments, and calls                                                 |  | 6,054                         
|Purchases of FHLB stock                                                            |  | (284)                         
|Increase in loans, net                                                             |  | (33,174)                      
|Proceeds from sales of loans                                                       |  | 19,582                        
|Purchases of premises and equipment                                                |  | (1,515)                       
|Increase (decrease) in interest-bearing deposits with
               
  banks      |  | 855                           
|                                                                                   |  |                               
|Net cash from investing activities                                                 |  | (21,161)                      
|                                                                                   |  |                               
|CASH FLOWS FROM FINANCING ACTIVITIES                                               |  |                               
|Net increase in deposits                                                           |  | 28,889                        
|Advances on borrowed funds                                                         |  | 1,156,074                     
|Repayments of borrowed funds                                                       |  | (1,152,237)                   
|Earned ESOP shares released                                                        |  | 340                           
|Change in value of ESOP shares                                                     |  | 156                           
|Dividends paid                                                                     |  | (856)                         
|Common stock repurchased                                                           |  | (11,826)                      
|                                                                                   |  |                               
|Net cash from financing activities                                                 |  | 20,540                        
|                                                                                   |  |                               
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                            |  | (1,428)                       
|                                                                                   |  |                               
|CASH AND CASH EQUIVALENTS (at beginning of year)                                   |  | 8,927                         
|                                                                                   |  |                               
|CASH AND CASH EQUIVALENTS (at end of year)                                         |  | $                        7,499

4

<PAGE>

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



|                                                               |  | Six Months Ended              
|-------------------------------------------------------------- |  | ------------------------------
|                                                               |  | June 30,                      
|                                                               |  | 2005                          
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW                          |  |                               
|INFORMATION                                                    |  |                               
|Cash payments for:                                             |  |                               
|Interest                                                       |  | $                     8,074   
|                                                               |  |                               
|Income taxes                                                   |  | $                        555  
|                                                               |  |                               
|                                                               |  |                               
|SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING   ACTIVITIES    |  |                               
|Unrealized losses on securities available-for sale, net of tax |  | $                         (77)
|                                                               |  |                               

5

<PAGE>

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



|                                                                                                                     |  | Common Stock |  | Unearned
ESOP |  | Retained | Accumulated
Other
Comprehensive |         
|-------------------------------------------------------------------------------------------------------------------- |  | ------------ |  | ------------- |  | -------- | ------------------------------- | --------
|                                                                                                                     |  | Shares       |  | Amount        |  | Shares   |                                 | Earnings
|                                                                                                                     |  |              |  |               |  |          |                                 |         
|Balance, December 31, 2003                                                                                           |  | 8,442,840    |  | $82,570       |  | $(6,618) |                                 | $38,837 
|Common stock repurchased                                                                                             |  | (1,103,880)  |  | (18,858)      |  |          |                                 |         
|Common stock issued for MRP                                                                                          |  | 336,800      |  |               |  |          |                                 |         
|MRP forfeitures                                                                                                      |  | (3,500)      |  |               |  |          |                                 |         
|Earned ESOP shares released                                                                                          |  |              |  |               |  | 678      |                                 |         
|ESOP activity-change in value of
      
 shares committed to be released                                             |  |              |  | 152           |  |          |                                 |         
|Dividends paid                                                                                                       |  |              |  |               |  |          |                                 | (1,665) 
|Amortization of compensation
       
 related to MRP                                                                 |  |              |  | 561           |  |          |                                 |         
|Comprehensive income:                                                                                                |  |              |  |               |  |          |                                 |         
|Net income                                                                                                           |  |              |  |               |  |          |                                 | 3,627   
|Other comprehensive income
         (loss):                                                                          |  |              |  |               |  |          |                                 |         
|Change in unrealized gain
            
 (loss) on securities, net of tax
             
  of $254                     |  |              |  |               |  |          |                                 |         
|Reclassification adjustment for
            
 gains on securities included
             
  in net income, net of tax |  |              |  | 247           |  |          |                                 |         
|Total comprehensive income                                                                                           |  |              |  |               |  |          |                                 |         
|Balance, December 31, 2004                                                                                           |  | 7,672,260    |  | 64,672        |  | (5,940)  |                                 | 40,799  
|Common stock repurchased                                                                                             |  | (678,494)    |  | (11,826)      |  |          |                                 |         
|MRP forfeitures                                                                                                      |  | (5,000)      |  |               |  |          |                                 |         
|Earned ESOP shares released                                                                                          |  |              |  |               |  | 340      |                                 |         
|ESOP activity-change in value of
      
 shares committed to be released                                             |  |              |  | 156           |  |          |                                 |         
|Dividends paid                                                                                                       |  |              |  |               |  |          |                                 | (856)   
|Amortization of compensation
       
 related to MRP                                                                 |  |              |  | 530           |  |          |                                 |         
|Comprehensive income:                                                                                                |  |              |  |               |  |          |                                 |         
|Net income                                                                                                           |  |              |  |               |  |          |                                 | 1,400   
|Other comprehensive income
    
 (loss):                                                                             |  |              |  |               |  |          |                                 |         
|Change in unrealized gain (loss) 
        on securities, net of tax of $40                                           |  |              |  |               |  |          |                                 |         
|Total comprehensive income                                                                                           |  |              |  |               |  |          |                                 |         
|Balance, June 30, 2005                                                                                               |  | 6,988,766    |  | $53,532       |  | $(5,600) |                                 | $41,343 
|                                                                                                                     |  |              |  |               |  |          |                                 |         

6

<PAGE>

RAINIER PACIFIC FINANCIAL GROUP, INC. AND SUBSIDIARY

Note 1 - Organization and Basis of Presentation



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



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



Basis of Presentation.

Note 2 - Summary of Significant Accounting Policies

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

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 June 30, 2005, there were no material changes in the Company's significant accounting policies or critical accounting estimates from those disclosed in the 2004 Form 10-K.

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

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

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

7

<PAGE>

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

Note 4 - Stock-Based Compensation

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

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



|                                 |  | Three Months Ended
June 30,                    |  | Six  Months Ended
June 30,              
|-------------------------------- |  | ---------------------------------------------- |  | ----------------------------------------
|                                 |  | 2005                                           |  | 2005                                    
|Pro forma disclosure:            |  |                                                |  |                                         
|Net income, as reported          |  | $                                        635   |  | $                                 1,400 
|Compensation expense, net of tax |  | (163)                                          |  | (347)                                   
|Pro forma net income             |  | $                                       
472   |  | $                                1,053  
|                                 |  |                                                |  |                                         
|Basic earnings per share:        |  |                                                |  |                                         
|As reported                      |  | $                                         0.10 |  | $                                   0.22
|Pro forma                        |  | $                                       0.08   |  | $                                   0.17
|                                 |  |                                                |  |                                         
|Diluted earnings per share:      |  |                                                |  |                                         
|As reported                      |  | $                                       0.10   |  | $                                   0.22
|Pro forma                        |  | $                                       0.08   |  | $                                   0.17

The fair value of options granted during 2004 is estimated on the date of grant using a binomial option-pricing model.  There were no options granted during the three or six months ended June 30, 2005.

At June 30, 2005, the Company had an aggregate of 173,284 options available for future issuance under the 2004 Stock Option Plan.

Note 5 - Earnings Per Share

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

8

<PAGE>

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



|                                                                                                             |  | Three Months Ended 
June 30, |  | Six Months Ended 
June 30,
|------------------------------------------------------------------------------------------------------------ |  | ---------------------------- |  | --------------------------
|                                                                                                             |  | 2005                         |  | 2004                      
|Numerator:                                                                                                   |  |                              |  |                           
|                                                                                                             |  |                              |  |                           
|Net Income                                                                                                   |  | $        635                 |  | $            972          
|                                                                                                             |  |                              |  |                           
|Denominator:                                                                                                 |  |                              |  |                           
|                                                                                                             |  |                              |  |                           
|Denominator for basic net income per share:                                                                  |  |                              |  |                           
|Weighted average shares                                                                                      |  | 6,148,455                    |  | 7,708,216                 
|Effect of dilutive securities:                                                                               |  |                              |  |                           
|Stock options                                                                                                |  | -                            |  | -                         
|Restricted stock                                                                                             |  | 1,657                        |  | -                         
|Denominator for diluted net income per share:                                                                |  |                              |  |                           
|Weighted average shares and assumed conversion of
          
    dilutive stock options and restricted stock |  | 6,150,112                    |  | 7,708,216                 
|                                                                                                             |  |                              |  |                           
|Basic earnings per share                                                                                     |  | $       0.10                 |  | $           0.12          
|                                                                                                             |  |                              |  |                           
|Diluted earnings per share                                                                                   |  | $       0.10                 |  | $            0.12         

Note 6 - Cash Dividends

On May 13, 2005, the Company announced a quarterly cash dividend of $0.06 cents per share payable on June 10, 2005 to shareholders of record on May 27, 2005.

Note 7 - Recently Issued Accounting Standards

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

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

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

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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.







August 26, 2005                                                              
/s/John A. Hall   

                                                                                             John A. Hall
                                                                                             President and Chief Executive Officer
                                                                                            (Principal Executive Officer)







August 26, 2005                                                              /s/Joel
G. Edwards    
                                                                                          
Joel G. Edwards
                                                                                          
Chief Financial Officer
                                                                                          
(Principal Financial and Accounting Officer)



10

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

I, John A. Hall, certify that:



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



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



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



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



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



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



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



(d)     Disclosed in this report any change in the registrant's internal control over financial reporting that
                          occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the
                           case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
                           
   registrant's internal control over financial reporting; and



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



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

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





Date: August 26, 2005                                                            /s/ John A. Hall______________________
                                                                                              
John A. Hall
                                                                                              
President and Chief Executive Officer



11

<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:



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



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



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



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



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



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



(d)     Disclosed in this report any change in the registrant's internal control over financial reporting that
                          occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the
                           case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
                           
   registrant's internal control over financial reporting; and



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



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

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







Date: August 26, 2005                                                            /s/ Joel G. Edwards__________________
                                                                                             
Joel G. Edwards
                                                                                             
Chief Financial Officer



12

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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: August 26, 2005

13

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