UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                         ------------------------------

                                   FORM 10-QSB
(Mark One)

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

     FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     FOR THE TRANSITION PERIOD FROM _________ TO _________

                         Commission File Number 0-50666
                                                -------

                          OSAGE FEDERAL FINANCIAL, INC.
--------------------------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its Charter)

         UNITED STATES                                       27-0080039
--------------------------------                     --------------------------
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                         Identification No.)

                 239 EAST MAIN STREET, PAWHUSKA, OKLAHOMA 74056
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (918) 287-2919
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

                                 NOT APPLICABLE
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No []

     Indicate  by check mark  whether  the  Registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]


     As of September 30, 2005,  there were 2,281,313  shares of the Registrant's
common stock, par value $.10 per share, outstanding.

     Transitional  Small Business Issuer  Disclosure Format (check one): Yes [ ]
No [X]


                                       1
<PAGE>


                          OSAGE FEDERAL FINANCIAL, INC.

                               PAWHUSKA, OKLAHOMA

                                      INDEX

                                                                            PAGE
                                                                            ----

PART I.  FINANCIAL INFORMATION
------

Item 1.  Financial Statements

Consolidated Balance Sheets as of September 30, 2005 (Unaudited)
   and June 30, 2005                                                           3
Consolidated Statements of Income - (Unaudited) for the three
   months ended September 30, 2005 and 2004                                    4
Consolidated Statements of Cash Flows - (Unaudited) for the three
   months ended September 30, 2005 and 2004                                    5
Notes to Consolidated Financial Statements (Unaudited)                         7

Item 2.  Management's Discussion and Analysis or Plan of Operation             9

Item 3.  Controls and Procedures                                              13

PART II. OTHER INFORMATION
-------

Item 6.  Exhibits                                                             14

Signatures                                                                    15



                                       2
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS

                          OSAGE FEDERAL FINANCIAL, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS

                                                                             SEPTEMBER 30,      JUNE 30,
                                                                                 2005             2005
                                                                            -------------    -------------
                                                                             (unaudited)
<S>                                                                         <C>              <C>
    Cash and due from banks                                                 $     423,355    $     600,208
    Interest bearing deposits with banks                                        1,243,712        1,623,837
                                                                            -------------    -------------

        Cash and cash equivalents                                               1,667,067        2,224,045

    Available-for-sale securities                                              18,406,533       14,812,020
    Held-to-maturity securities                                                10,107,291       11,378,513
    Mortgage loans held for sale                                                  218,500               --
    Loans, net                                                                 68,579,274       65,356,288
    Premises and equipment                                                      1,206,110        1,234,408
    Foreclosed assets held for sale, net                                           90,226           31,592
    Interest receivable                                                           366,661          354,516
    Federal Home Loan Bank stock, at cost                                       1,358,800        1,082,500
    Bank owned life insurance                                                   2,031,026        2,011,772
    Other                                                                         236,504          207,540
                                                                            -------------    -------------

               Total assets                                                 $ 104,267,992    $  98,693,194
                                                                            =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY

    LIABILITIES
        Deposits                                                            $  62,205,213    $  62,083,797
        Federal Home Loan Bank advances                                        26,900,000       21,650,000
        Advances from borrowers held in escrow                                    908,812          754,927
        Accrued interest and other liabilities                                    481,184          459,420
        Deferred income taxes                                                      39,975           91,795
                                                                            -------------    -------------

               Total liabilities                                               90,535,184       85,039,939
                                                                            -------------    -------------

    COMMITMENTS AND CONTINGENCIES                                                      --               --
    EQUITY RECEIVED FROM CONTRIBUTIONS TO THE ESOP (6,077 SHARES)                  69,397           69,397
    STOCKHOLDERS' EQUITY
        Preferred stock, $.10 par value (5,000,000 shares authorized;
          none outstanding)                                                            --               --
        Common stock, $.10 par value (20,000,000 shares authorized;
          2,281,313 shares issued and outstanding, net of 54,751
          allocated and unallocated ESOP shares at September 30, 2005 and
          June 30, 2005)                                                          222,656          222,656
        Additional paid-in capital                                              5,286,421        5,275,189
        Retained earnings                                                       8,323,674        8,229,727
        Accumulated other comprehensive loss                                     (169,340)        (143,714)
                                                                            -------------    -------------

               Total stockholders' equity                                      13,663,411       13,583,858
                                                                            -------------    -------------

               Total liabilities and stockholders' equity                   $ 104,267,992    $  98,693,194
                                                                            =============    =============
</TABLE>

See Notes to Consolidated Financial Statements

                                       3
<PAGE>

                          OSAGE FEDERAL FINANCIAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                         -----------------------
                                                            2005          2004
                                                         ----------   ----------
                                                               (unaudited)
<S>                                                      <C>          <C>
INTEREST INCOME
    Loans                                                $1,084,179   $  942,180
    Available-for-sale securities                           149,540       69,426
    Held-to-maturity securities                             112,453      148,141
    Deposits with other financial institutions                7,292        1,277
    Other                                                    13,876        6,888
                                                         ----------   ----------
       Total interest income                              1,367,340    1,167,912
                                                         ----------   ----------
INTEREST EXPENSE
    Deposits                                                361,106      333,689
    Advances from Federal Home Loan Bank                    256,231      164,533
                                                         ----------   ----------
       Total interest expense                               617,337      498,222
                                                         ----------   ----------

NET INTEREST INCOME                                         750,003      669,690
Provision for loan losses                                        --           --
                                                         ----------   ----------
Net interest income after provision for loan losses         750,003      669,690
                                                         ----------   ----------
NONINTEREST INCOME
    Service charges on deposit accounts                     101,835      100,824
    Other service charges and fees                           16,226       14,936
    Gain on sale of mortgage loans                           22,608       17,013
    Net loan servicing fees                                   7,232        7,571
    Other income                                             28,275       30,224
                                                         ----------   ----------
       Total noninterest income                             176,176      170,568
                                                         ----------   ----------
NONINTEREST EXPENSE
    Salaries and employee benefits                          387,984      346,649
    Net occupancy expense                                    70,553       73,850
    Deposit insurance premium                                 2,204        2,548
    Other operating expenses                                202,609      176,205
                                                         ----------   ----------
       Total noninterest expense                            663,350      599,252
                                                         ----------   ----------
INCOME BEFORE INCOME TAXES                                  262,829      241,006

PROVISION FOR INCOME TAXES                                   96,910       83,828
                                                         ----------   ----------

NET INCOME                                               $  165,919   $  157,178
                                                         ==========   ==========

BASIC EARNINGS PER SHARE                                 $     0.08   $     0.07
                                                         ==========   ==========
FULLY DILUTED EARNINGS PER SHARE                         $     0.07   $     0.07
                                                         ==========   ==========
CASH DIVIDENDS PAID PER SHARE                            $     0.11   $     0.05
                                                         ==========   ==========
</TABLE>

See Notes to Consolidated Financial Statements


                                       4
<PAGE>


                          OSAGE FEDERAL FINANCIAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED
                                                                               SEPTEMBER 30,
                                                                        --------------------------
                                                                           2005          2004
                                                                        -----------    -----------
                                                                               (unaudited)
<S>                                                                     <C>            <C>
OPERATING ACTIVITIES
    Net income                                                          $   165,919    $   157,178
    Items not requiring (providing) cash
       Depreciation                                                          28,790         31,284
       Amortization                                                          26,759         30,711
       Restricted stock plan expense                                         24,841             --
       Deferred income taxes                                                (20,759)       (13,425)
       Gain on sale of mortgage loans                                       (22,608)       (17,013)
       Gain on sale of foreclosed assets held for sale                       (1,806)          (391)
       Dividends on available-for-sale mutual funds                        (108,015)       (69,426)
       Stock dividends on Federal Home Loan Bank stock                      (13,800)        (6,800)
       Increase in cash surrender value of bank owned life insurance        (19,254)       (20,427)
    Originations of loans held for delivery against commitments          (3,037,420)    (2,210,867)
    Proceeds from nonrecourse sale of loans held for delivery against
      commitments                                                         2,830,183      1,642,066
    Changes in
       Interest receivable                                                  (12,145)       (20,947)
       Other assets                                                         (37,094)          (268)
       Accrued interest and other liabilities                                 6,409        (45,869)
                                                                        -----------    -----------

           Net cash used in operating activities                           (190,000)      (544,194)
                                                                        -----------    -----------

INVESTING ACTIVITIES
    Net change in loans                                                  (3,289,214)    (2,932,520)
    Purchases of premises and equipment                                        (492)        (8,137)
    Purchase of Federal Home Loan Bank stock                               (262,500)       (65,000)
    Proceeds from sale of foreclosed assets                                   9,400         16,699
    Purchases of available-for-sale securities                           (4,067,992)            --
    Proceeds from maturities and paydowns of held-to-maturity
      securities                                                          1,269,084      1,389,869
    Proceeds from maturities and paydowns of available-for-sale
      securities                                                            535,017             --
                                                                        -----------    -----------

           Net cash  used in investing activities                        (5,806,697)    (1,599,089)
                                                                        -----------    -----------
</TABLE>

See Notes to Consolidated Financial Statements


                                       5
<PAGE>

                          OSAGE FEDERAL FINANCIAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                                                          SEPTEMBER 30,
                                                                   --------------------------
                                                                      2005               2004
                                                                   -----------    -----------
                                                                          (Unaudited)
<S>                                                                <C>            <C>
FINANCING ACTIVITIES
    Net increase (decrease)  in demand, money market, NOW and
      savings deposits                                             $   349,783    $  (497,394)
    Net decrease in certificates of deposit                           (228,367)       (90,335)
    Net increase in Federal Home Loan Bank short-term borrowings     3,250,000        400,000
    Proceeds from Federal Home Loan Bank advances                    3,000,000      4,000,000
    Repayments of Federal Home Loan Bank advances                   (1,000,000)    (2,000,000)
    Net increase  in advances from borrowers held in escrow             53,885        230,220
    Payment of dividends (net of restricted stock dividends)           (71,972)       (34,220)
    Purchase of shares for restricted stock plans                      (13,610)            --
                                                                   -----------    -----------
           Net cash provided by financing activities                 5,439,719      2,008,271
                                                                   -----------    -----------

DECREASE IN CASH AND CASH EQUIVALENTS                                 (556,978)      (135,012)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       2,224,045      1,592,991
                                                                   -----------    -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                           $ 1,667,067    $ 1,457,979
                                                                   ===========    ===========

SUPPLEMENTAL CASH FLOWS INFORMATION

    Real estate and other assets acquired in settlement of loans   $    66,228    $    18,844

    Interest paid                                                  $   615,256    $   498,111

    Income taxes paid                                              $   162,860    $        --

    Mutual fund dividends reinvested                               $   108,015    $    69,426

</TABLE>

                                       6
<PAGE>

                          OSAGE FEDERAL FINANCIAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       OSAGE FEDERAL FINANCIAL, INC.

         Osage Federal  Financial,  Inc. (the  "Company") was  incorporated as a
         federally chartered corporation for the purpose of becoming the holding
         company  of Osage  Federal  Bank (the  "Bank") in  connection  with the
         Bank's mutual holding  company  reorganization.  On March 31, 2004, the
         Bank completed the reorganization and became a wholly-owned  subsidiary
         of the Company. The Company sold 684,394 shares to the public at $10.00
         per  share  and  issued  1,596,919  shares  to Osage  Federal  MHC.  At
         September  30,  2005,  the  consolidated  financial  statements  of the
         Company  included those of the Bank. All  intercompany  items have been
         eliminated.  Prior to consummation of the  reorganization,  the Company
         had no assets or liabilities.

         BASIS OF PRESENTATION

         The  accompanying  unaudited  consolidated  financial  statements  were
         prepared in accordance with instructions for Form 10-QSB and therefore,
         do not include all disclosures necessary for a complete presentation of
         the statement of financial condition, statement of income and statement
         of cash  flows  in  conformity  with  accounting  principles  generally
         accepted in the United States of America. However, all adjustments (all
         of which are of a normal recurring nature) which are, in the opinion of
         management,   necessary  for  the  fair  presentation  of  the  interim
         financial  statements  have been  included.  The  balance  sheet of the
         Company as of June 30, 2005 has been derived  from the audited  balance
         sheet of the  Company as of that  date.  The  statements  of income for
         periods  presented is not  necessarily  indicative of the results which
         may be expected for the entire year.

         Certain  information  and note  disclosures  normally  included  in the
         Company's  annual  financial  statements  prepared in  accordance  with
         accounting  principles  generally  accepted  in the  United  States  of
         America  have been  condensed  or omitted.  These  condensed  financial
         statements should be read in conjunction with the financial  statements
         and notes  thereto  included  in the  Company's  Annual  Report on Form
         10-KSB for the year ended June 30, 2005 filed with the  Securities  and
         Exchange Commission.

2.       EARNINGS PER SHARE

         Earnings  per share (EPS) were  computed  as follows  for the  quarters
         ended September 30:
                                                            2005         2004
                                                         ----------   ----------

             Net income                                  $  165,919   $  157,178
                                                         ----------   ----------

             Average common shares outstanding            2,202,441    2,226,562
                                                         ----------   ----------
             Average common diluted shares outstanding    2,214,072    2,226,562
                                                         ----------   ----------

             Basic earnings per share                    $     0.08   $     0.07
                                                         ==========   ==========
             Fully diluted earnings per share            $     0.07   $     0.07
                                                         ==========   ==========

                                       7
<PAGE>

3.       PLAN OF MUTUAL HOLDING COMPANY REORGANIZATION AND STOCK ISSUANCE

         On November  24, 2003,  the Board of Directors of the Bank,  subject to
         regulatory approval,  adopted a proposed Plan of Mutual Holding Company
         Reorganization  and Stock  Issuance  (the  "Plan")  to  convert  from a
         federally   chartered  mutual  savings  association  into  a  federally
         chartered  mutual  holding  company  structure  under  the name  "Osage
         Federal MHC" (the "Mutual Holding Company") pursuant to the laws of the
         United States of America and the Rules and Regulations of the Office of
         Thrift Supervision ("OTS"). A principal part of the reorganization into
         the  Mutual  Holding  Company  was  the  incorporation  of a  federally
         chartered  stock  holding  company.  The Bank  became  a  wholly  owned
         subsidiary of a concurrently formed holding company.  The Plan provided
         that the  holding  company  would  offer  nontransferable  subscription
         rights to purchase common stock of the holding company. The rights were
         to be offered  first to eligible  account  holders,  the  tax-qualified
         employee stock benefit plans, supplemental eligible account holders and
         other  members.  Any  shares  remaining  were then to be offered to the
         general  public.  All stock was issued to eligible  account holders and
         the tax-qualified employee stock benefit plan.

         Upon completion of the reorganization, the Mutual Holding Company owned
         70% of the  outstanding  stock of the Company,  with the  remaining 30%
         held by the public.  The Company  owned 100% of the Bank.  The Bank may
         not pay dividends to the Company if the dividends  would cause the Bank
         to fall below the "well capitalized" capital threshold.

         The  Company  contributed  approximately  50%  of the  proceeds  of the
         offering  to the  Bank.  The  Company  also  lent  its  employee  stock
         ownership  plan cash to enable the plan to buy 8% of the shares  issued
         in the  offering to persons  other than the MHC.  The  balance  will be
         retained as the Company's  initial  capitalization  and may be used for
         general  business  purposes,   including  the  purchase  of  investment
         securities,   repurchasing  shares  of  its  common  stock  and  paying
         dividends.  The funds  received  by the Bank  will be used for  general
         business   purposes,   including   originating   loans  and  purchasing
         securities.

         Offering  costs were  deferred  and  deducted  from the proceeds of the
         shares  sold in the  stock  offering.  If the  offering  had  not  been
         completed,  all costs would have been charged to expense.  At September
         30, 2005, $426,900 in such costs had been incurred.

4.       OTHER COMPREHENSIVE INCOME

         Other comprehensive income is comprised of the following:
<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                         ----------------------
                                                            2005         2004
                                                         ---------    ---------
                                                               (Unaudited)
      <S>                                                <C>          <C>
      NET INCOME                                         $ 165,919    $ 157,178
                                                         ---------    ---------
      OTHER COMPREHENSIVE INCOME (LOSS)
          Unrealized gain (loss) on available-for-sale
            securities, net of income taxes                (25,626)         (29)
                                                         ---------    ---------
      COMPREHENSIVE INCOME                               $ 140,293    $ 157,149
                                                         =========    =========
</TABLE>

                                       8
<PAGE>

ITEM 2.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATION

GENERAL

         The  following  discussion  and  analysis  is  intended  to  assist  in
understanding the financial condition and results of operations of the Company.

FORWARD-LOOKING STATEMENTS

         When used in this discussion and elsewhere in this Quarterly  Report on
Form 10-QSB, the words or phrases "will likely result," "are expected to," "will
continue," "is anticipated,"  "estimate,"  "project," or similar expressions are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private  Securities  Litigation Reform Act of 1995. The Company cautions readers
not to place undue reliance on any such forward-looking statements,  which speak
only as of the date made, and advises  readers that various  factors,  including
regional  and  national  economic  conditions,  substantial  changes in level of
market  interest  rates,  credit  and  other  risks of  lending  and  investment
activities and  competitive  and  regulatory  factors could affect the Company's
financial  performance  and could cause the Company's  actual results for future
periods to differ  materially from those  anticipated or projected.  The Company
does not  undertake  and  specifically  disclaims  any  obligation to update any
forward-looking statements to reflect occurrence of anticipated or unanticipated
events or circumstances after the date of such statements.

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2005 AND JUNE 30, 2005

         Our  total  assets  increased  by $5.6  million  to $104.3  million  at
September 30, 2005 from $98.7  million at June 30, 2005  primarily due to a $3.6
million, or 24.3%, increase in available-for-sale securities and a $3.2 million,
or 4.9%,  increase in loans  receivable,  net.  These  increases  were partially
offset by a $1.3 million, or 11.2%, decrease in held-to-maturity  securities and
a $557,000, or 25.0%,  decrease in cash and cash equivalents.  Loans receivable,
net  increased to $68.6 million at September 30, 2005 from $65.4 million at June
30, 2005. This increase in loans receivable,  net primarily resulted from a $1.6
million,  or  3.0%,  increase  in  one- to  four-family  mortgages.  There  were
increases in almost all other categories of loans,  including  mortgages secured
by  junior  liens  (a  $436,000  increase)  and  automobile  loans  (a  $334,000
increase).  Loans held for sale were $219,000 at September 30, 2005.  There were
no loans  held for sale at June 30,  2005.  We are  selling  some of our one- to
four-family  loans in the secondary market where we anticipate the borrower will
be in the home for a long period of time. Cash and cash equivalents decreased to
$1.7 million (consisting primarily of our Federal Home Loan Bank ("FHLB") demand
account)  at  September  30,  2005 from $2.2  million  at June 30,  2005.  Total
securities  increased to $28.5  million at September 30, 2005 from $26.2 million
at June 30, 2005.  Beginning in the fourth quarter 2005, the Company undertook a
wholesale  strategy  using  short-term  FHLB  advances to acquire a  diversified
portfolio of high-quality fixed- and variable-rate  mortgage-related securities.
This program  will likely  extend over the next few years.  Our  objective is to
build an  interest-sensitive  investment portfolio that will enhance earnings in
all rate environments. As of September 30, 2005, we had acquired $6.6 million of
these securities.  Normal paydowns on these and our held-to-maturity  securities
partially offset these purchases.

         Our total liabilities  increased $5.5 million, or 6.5% mostly due to an
increase in FHLB  advances to $26.9  million at September  30, 2005,  from $21.7
million at June 30, 2005, a $5.3 million,  or 24.2%  increase.  Advances used to
fund our  investment  program  comprised  $6.9  million  of the total  advances,

                                       9
<PAGE>

increasing  $3.7  million  from  program  advances  at June 30,  2005.  Deposits
increased  $121,000 to $62.2 million at September 30, 2005 from $62.1 million at
June  30,  2005.  NOW and  non-interest  bearing  deposits  increased  $780,000,
partially  offset by small  decreases in money  market,  passbook  savings,  and
certificates of deposit balances. We have been promoting our high-yield checking
account,  as well as 9-,13-,25-, and  61-month  certificates  to  counter strong
rate competition from area financial institutions.

         Stockholders'  equity  increased  $80,000 to $13.7 million at September
30,  2005  from  $13.6  million  at June 30,  2005,  primarily  due to income of
$166,000 for the three months ended  September 30, 2005. The Company paid a cash
dividend of $0.11 per share to  stockholders  other than Osage  Federal  MHC, or
$72,000 (net of restricted  stock  dividends of $3,000),  in the quarter  ending
September 30, 2005.

COMPARISON  OF OPERATING  RESULTS FOR THE THREE MONTHS ENDED  SEPTEMBER 30, 2005
AND 2004

         GENERAL.  Net income for the three months ended  September 30, 2005 was
$166,000 ($0.07 per diluted share), a $9,000, or 5.7%,  increase compared to net
income  of  $157,000  ($0.07  per  diluted  share)  for the three  months  ended
September 30, 2004. The increase in net income  resulted mainly from an increase
in net interest  income,  partly offset by an increase in  noninterest  expense.
Earnings  per diluted  share  remained  flat due to an increase in common  stock
equivalents.

         INTEREST INCOME. Total interest income increased by $199,000, or 17.1%,
to $1.4 million for the three months ended  September 30, 2005 from $1.2 million
for the same  period  in 2004  primarily  due to a 19 basis  point  increase  in
average yield on  interest-earning  assets,  The yield on earning assets for the
period was 5.58%  compared to a yield of 5.39% in the same  period in 2004.  The
average balance of total  interest-earning  assets  increased $11.0 million from
the three months ended September 30, 2004.

         The primary factor for the increase in interest  income was a $142,000,
or 15.1% increase in interest from loans.  Average loans increased $9.9 million,
or  17.3%,  from  $57.4  million  in 2004 to $67.3  million  in 2005.  Partially
offsetting this balance change was a 14 basis point decline in the average yield
on loans to 6.40% for the 2005 period from 6.54% in the 2004 period,  reflecting
continuing low long-term interest rates.

         Our average  investment  portfolio and cash  investments  totaled $28.8
million  for the three  months  ended  September  30,  2005,  a $624,000 or 2.2%
increase from the same period in 2004. The yield on these  investments  improved
to 3.71%  compared  to 3.09% in 2004.  This yield  increase is  attributable  to
general  short-term  interest  rate  increases  as well as higher  yields on new
securities purchases.

         INTEREST EXPENSE.  Total interest expense increased $119,000, or 23.9%,
to $617,000 for the three months ended  September 30, 2005 from $498,000 for the
three months ended September 30, 2004. The increase in interest expense resulted
from  a 27  basis  point  increase  in  the  average  cost  of  interest-bearing
liabilities  combined  with a $9.3  million,  or 12.9%,  increase in the average
balance,  to $81.8 million for the 2005 period compared to $72.5 million for the
2004 period.  The increase in the average cost of  interest-bearing  liabilities
was most notably due to short-term  market rate increases.  We had $11.9 million
of short-term advances at September 30, 2005 which are subject to rate increases
every 30 days or more  frequently.  Interest-bearing  deposits  were  down  $545
thousand between the two quarters, with certificates of deposit accounting for a
$1.5 million increase.  For the same time periods,  money market savings account
balances  dropped  $4.7  million.  Most of this decline was the result of public
fund  disbursements,  which  had  been  anticipated.  Interest-bearing  checking
balances  increased  $2.4 million,  due to the  introduction  of our  high-yield
checking  account.  Average rates on certificates are up 17 basis points between
the two periods.

                                      10
<PAGE>

         Interest  expense  on FHLB  advances  increased  $92,000  for the three
months ended  September 30, 2005,  or 55.7%,  compared to the three months ended
September 30, 2004, reflecting an increase in the average balance of advances to
$23.6  million  for the 2005  period  from $13.8  million  for the 2004  period,
partially  offset by a 45 basis point  decrease in the  average  cost.  As older
advances  have  matured,  we have been  able to  replace  them  with  lower-rate
advances.

         NET INTEREST  INCOME.  Net  interest  income  increased by $80,000,  or
12.0%,  to $750,000 for the three months ended  September 30, 2005 from $670,000
for the three months ended  September  30,  2004.  The net interest  rate spread
decreased to 2.58% for the 2005 period from 2.66% for the 2004 period, while the
net interest margin  decreased to 3.06% from 3.09%.  The decreases in spread and
margin reflect our wholesale strategy using  available-for-sale  investments and
short-term advances.  This plan, which should increase net interest income, will
have the effect of lowering our net interest spread and net interest margin over
time.

         PROVISION FOR LOAN LOSSES. There were no provisions for loan losses for
either the three months ended September 30, 2005 or 2004.  There were $10,000 of
net  charge-offs  in the three  months  ended  September  30, 2005 and less than
$1,000  in the same  period  in 2004.  Based on our  stratification  of the loan
portfolios  using  historical loss factors and other data,  management  believes
that the recorded  allowance  would cover both known and inherent  losses in the
portfolio that were both probable and estimable.

         The  evaluation  of the  level of loan  loss  allowance  is  inherently
subjective as it requires estimates that are susceptible to significant revision
as more information  becomes available or as future events change.  The level of
the allowance is based on estimates and the ultimate  losses may vary from these
estimates.  The allowance for loan losses was $384,000 at September 30, 2005 and
$408,000 at September 30, 2004,  and as a percentage of total loans  outstanding
was 0.56%. and 0.68% at September 30, 2005 and 2004, respectively.  The decrease
in this ratio is mainly reflective of the increase in total loans outstanding.

         Management  assesses  the  allowance  for loan  losses  monthly.  While
management  uses available  information to estimate  losses on loans,  loan loss
provisions  may be  necessary  based  on  changes  in  economic  conditions.  In
addition, regulatory agencies, as an integral part of their examination process,
periodically  review the  allowance  for loan losses and may require the Bank to
recognize additional provisions based on their judgment of information available
to them at the time of their  examination.  The  allowance for loan losses as of
September 30, 2005 was maintained at a level that represented  management's best
estimate of losses in the loan  portfolio to the extent they were both  probable
and reasonably estimable.  However,  there can be no assurance that the level of
loan losses will be sufficient to offset any future loan losses.

         NONINTEREST  INCOME.  Noninterest  income increased to $176,000 for the
three months ended  September  30, 2005 from $171,000 for the three months ended
September  30,  2004.  Gains on sales of  mortgage  loans  were up $6,000 due to
higher loan volumes sold, and all other noninterest  income  categories  changed
only slightly.

         NONINTEREST  EXPENSE.  Noninterest  expense was  $663,000 for the three
months ended September 30, 2005,  increasing $64,000 from $599,000 for the three
months ended September 30, 2004.  Salaries and benefits  increased  $41,000,  or
11.9%. The addition of the stock option plan and restricted stock plan increased
expenses by $39,000.  These plans were approved by the shareholders November 17,
2004. Regular salaries  increased  $10,000,  reflecting normal salary increases.
These increases were partially  offset by a decline in medical  insurance costs.
Other operating  expenses  increased  $26,000 primarily as

                                       11
<PAGE>

a result of a $10,000  increase  in audit and other SEC filing  expenses,  and a
$7,000 increase in advertising relating to deposit products.

         PROVISION  FOR INCOME TAXES.  The provision for income taxes  increased
$13,000,  or 15.6%,  reflecting an increase in pretax income.  The effective tax
rate was 37% for the three months  ended  September  30,  2005,  and 35% for the
three months ended  September  30, 2004.  The increase in our effective tax rate
primarily reflects some nondeductible compensation expense.

LIQUIDITY AND CAPITAL RESOURCES

         We are  required  to have  enough  investments  that  qualify as liquid
assets  in order to  maintain  sufficient  liquidity  to ensure a safe and sound
banking  operation.  Liquidity  may  increase  or  decrease  depending  upon the
availability of funds and  comparative  yields on investments in relation to the
return on loans.  Historically,  we have  maintained  liquid assets above levels
believed to be adequate to meet the requirements of normal operations, including
potential  deposit  outflows.  Cash flow projections are regularly  reviewed and
updated to assure that adequate liquidity is maintained.

         Our liquidity,  represented by cash and cash equivalents,  is a product
of our operating,  investing and financing  activities.  Our primary  sources of
funds  are  deposits,   scheduled   payments,   prepayments  and  maturities  of
outstanding  loans and  mortgage-backed  securities,  maturities  of  investment
securities and other short-term  investments and funds provided from operations.
While  scheduled  payments from the  amortization  of loans and  mortgage-backed
securities and maturing  investment  securities and short-term  investments  are
relatively  predictable sources of funds, deposit flows and loan prepayments are
greatly   influenced  by  general  interest  rates,   economic   conditions  and
competition.  In addition, we invest excess funds in short-term interest-earning
assets, which provide liquidity to meet lending  requirements.  We also generate
cash through  borrowings.  We utilize FHLB advances to leverage our capital base
and provide a portion of the  funding  needed to manage the  interest  rate risk
presented by our core business of attracting  and retaining  retail  deposits to
fund  mortgage  and consumer  loans.  On March 31,  2004,  we raised  additional
capital  of $5.9  million,  net of a  $548,000  loan made to the  Osage  Federal
Employees'  Stock  Ownership  Plan,  and $100,000 paid to capitalize  the Mutual
Holding   Company.   This   additional   capital  was  originally   invested  in
mortgage-backed securities.

         Liquidity management is both a daily and long-term function of business
management.  Excess  liquidity is generally  invested in short-term  investments
such  as  overnight   deposits,   mutual  funds,  and  collateralized   mortgage
obligations.  On a longer term basis,  we  maintain a strategy of  investing  in
various loan products. We use our sources of funds primarily to meet our ongoing
commitments, to pay maturing certificates of deposit and savings withdrawals, to
fund  loan  commitments  and  to  maintain  our  portfolio  of   mortgage-backed
securities and investment securities.  At September 30, 2005, the total approved
loan origination  commitments  outstanding amounted to $2.2 million. At the same
date,  construction  loans in process  were  $812,000.  We also had  $779,000 of
unfunded commitments on lines of credit on that date. We had commitments to sell
loans to Freddie Mac of $477,000. Certificates of deposit scheduled to mature in
one year or less at September  30, 2005,  totaled  $16.8  million.  Management's
policy is to maintain  deposit rates at levels that are  competitive  with other
local financial  institutions.  Based on the competitive rates and on historical
experience,  management believes that a significant portion of maturing deposits
will remain with Osage  Federal.  In addition,  at September 30, 2005, our total
collateralized  borrowing  limit was $41.8 million of which we had $26.9 million
outstanding, giving us the ability at September 30, 2005 to borrow an additional
$14.9  million from the FHLB of Topeka as a funding  source to meet  commitments
and for liquidity purposes.


                                       12
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

The Company's  management  evaluated,  with the  participation  of the Company's
Chief Executive  Officer and Chief Financial  Officer,  the effectiveness of the
Company's  disclosure  controls  and  procedures,  as of the  end of the  period
covered by this report.  Based on that evaluation,  the Chief Executive  Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information  required to be disclosed by
the  Company  in the  reports  that it files or  submits  under  the  Securities
Exchange Act of 1934 is recorded, processed,  summarized and reported within the
time periods  specified in the  Securities and Exchange  Commission's  rules and
forms.

There were no changes in the Company's internal control over financial reporting
that occurred  during the  Company's  last fiscal  quarter that have  materially
affected,  or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

                                       13
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS
         --------

         The following  exhibits are either being filed with or  incorporated by
         reference in this quarterly report on Form 10-QSB:
<TABLE>
<CAPTION>
         NUMBER   DESCRIPTION
         <S>      <C>
         3(i)     Articles of Incorporation * 3(ii) Bylaws *
         4        Form of Common Stock Certificate *
         10.1     Executive Salary Continuation Plan and Split Dollar Agreements with Mark S.
                  White**
         10.2     Executive Salary Continuation Plan and Split Dollar Agreements with Richard
                  Trolinger**
         10.3     Executive Salary Continuation Plan and Split Dollar Agreements with Martha
                  Hayes**
         10.4     Executive Salary Continuation Plan and Split Dollar Agreements with Sue Allen
                  Smith**
         10.5     Director Supplemental Income Plan and Split Dollar Agreements with
                  Mark A. Formby**
         10.6     Director Supplemental Income Plan and Split Dollar Agreements with
                  Harvey Payne**
         10.7     Director Supplemental Income Plan and Split Dollar Agreements with
                  Gary Strahan**
         10.8     Osage Federal Financial, Inc. 2004 Stock Option Plan***
         10.9     Osage Federal Bank 2004 Restricted Stock Plan***
         31.1     Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
         31.2     Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
         32       Section 1350 Certification
         ---------------
          *    Incorporated  by  reference  from the  Registrant's  Registration
               Statement on Form SB-2 (File No. 333-111219).
          **   Incorporated  by  reference  from the  Quarterly  Report  on Form
               10-QSB for the Quarter Ended March 31, 2005.
          ***  Incorporated  by  reference  to  the   Registrants   Registration
               Statement on Form S-8 (File No. 333-121866).
</TABLE>

                                       14
<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                    OSAGE FEDERAL FINANCIAL, INC.



Date: November 10, 2005             /s/ Mark S. White
                                    --------------------------------------------
                                    Mark S. White, President
                                    (Duly Authorized Representative)


Date: November 10, 2005             /s/ Sue Allen Smith
                                    --------------------------------------------
                                    Sue Allen Smith, Vice President
                                    (Principal Financial Officer)