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 MARCH 31, 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.
 X  Yes      No
---     ---

     As of March 31,  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  X   No
    ---    ---

<PAGE>
                          OSAGE FEDERAL FINANCIAL, INC.

                               PAWHUSKA, OKLAHOMA

                                      INDEX

                                                                            PAGE

PART I.  FINANCIAL INFORMATION
------

Item 1.  Financial Statements

Consolidated Balance Sheets as of March 31, 2005 (Unaudited) and
   June 30, 2004                                                              3
Consolidated  Statements of Income -  (Unaudited)  for the three
   and nine months ended March 31, 2005 and 2004                              4
Consolidated Statements of Cash Flows - (Unaudited) for the
   nine months ended March 31, 2005 and 2004                                  5
Notes to Consolidated Financial Statements (Unaudited)                        7

Item 2.  Management's Discussion and Analysis or Plan of Operation           11

Item 3.  Controls and Procedures                                             16

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

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         17

Item 6.  Exhibits                                                            17

Signatures                                                                   19


<PAGE>

                                       2

ITEM 1.  FINANCIAL STATEMENTS

                          OSAGE FEDERAL FINANCIAL, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
                                                                            MARCH 31,      JUNE 30,
                                                                             2005           2004
                                                                        -------------   ------------
                                                                         (unaudited)
<S>                                                                     <C>             <C>
    Cash and due from banks                                             $    556,375    $    573,913
    Interest bearing deposits with banks                                     686,880       1,019,078
                                                                        ------------    ------------

        Cash and cash equivalents                                          1,243,255       1,592,991

    Available-for-sale securities                                         11,673,910      11,490,050
    Held-to-maturity securities                                           11,939,842      15,711,809
    Mortgage loans held for sale                                             170,300            --
    Loans, net                                                            62,169,420      55,495,751
    Premises and equipment                                                 1,252,037       1,318,857
    Foreclosed assets                                                         28,168            --
    Interest receivable                                                      330,676         319,708
    Federal Home Loan Bank stock, at cost                                    772,500         685,000
    Income taxes refundable                                                     --            70,403
    Bank owned life insurance                                              1,993,320       1,934,045
    Other                                                                    229,747         272,465
                                                                        ------------    ------------

               Total assets                                             $ 91,803,175    $ 88,891,079
                                                                        ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY

    LIABILITIES
        Deposits                                                        $ 63,629,642    $ 61,666,634
        Federal Home Loan Bank advances                                   13,000,000      12,600,000
        Advances from borrowers held in escrow                               784,609         689,065
        Accrued interest and other liabilities                               477,330         220,504
        Deferred income taxes                                                 57,315         112,982
                                                                        ------------    ------------

               Total liabilities                                          77,948,896      75,289,185
                                                                        ------------    ------------

    COMMITMENTS AND CONTINGENCIES                                               --              --

    EQUITY RECEIVED FROM CONTRIBUTIONS TO THE ESOP                            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 at March 31, 2005
          and June 30, 2004, net of 54,751 allocated and unallocated
          ESOP shares at March 31, 2005)                                     222,656         222,656
        Additional paid-in capital                                         5,545,607       5,646,912
        Retained earnings                                                  8,123,134       7,810,673
        Accumulated other comprehensive loss                                (106,515)        (78,347)
                                                                        ------------    ------------

               Total stockholders' equity                                 13,784,882      13,601,894
                                                                        ------------    ------------

               Total liabilities and stockholders' equity               $ 91,803,175    $ 88,891,079
                                                                        ============    ============
</TABLE>

See Notes to Consolidated Financial Statements

                                       3
<PAGE>

                          OSAGE FEDERAL FINANCIAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                                   MARCH 31,                           MARCH 31,
                                                          -----------------------------      -----------------------------
                                                            2005              2004               2005           2004
                                                          ------------     ------------      ------------     ------------
                                                                   (unaudited)                           (unaudited)
<S>                                                      <C>              <C>               <C>              <C>
INTEREST INCOME
    Loans                                                $     985,578    $     842,973     $   2,891,300    $   2,521,223
    Available-for-sale securities                               84,613           62,541           229,292          175,122
    Held-to-maturity securities                                123,440          117,522           407,459          292,514
    Deposits with other financial institutions                   4,808            8,272             8,772           35,121
    Other                                                        8,093            5,859            22,772           17,636
                                                          ------------     ------------      ------------     ------------
       Total interest income                                 1,206,532        1,037,167         3,559,595        3,041,616
                                                          ------------     ------------      ------------     ------------

INTEREST EXPENSE
    Deposits                                                   344,840          346,669         1,016,451        1,034,630
    Advances from Federal Home Loan Bank                       155,137          130,716           481,649          425,590
                                                          ------------     ------------      ------------     ------------
       Total interest expense                                  499,977          477,385         1,498,100        1,460,220
                                                          ------------     ------------      ------------     ------------

NET INTEREST INCOME                                            706,555          559,782         2,061,495        1,581,396
Provision for loan losses                                           --               --                --               --
                                                          ------------     ------------      ------------     ------------
Net interest income after provision for loan losses            706,555          559,782         2,061,495        1,581,396
                                                          ------------     ------------      ------------     ------------
NONINTEREST INCOME
    Service charges on deposit accounts                         78,644           94,548           265,589          275,539
    Other service charges and fees                              17,700           17,873            46,995           52,126
    Gain on sale of mortgage loans                               9,213               --            41,310          143,605
    Net loan servicing fees                                      8,620            8,112            24,714           15,912
    Other income                                                29,046           23,412            88,738           35,004
                                                          ------------     ------------      ------------     ------------
       Total noninterest income                                143,223          143,945           467,346          522,186
                                                          ------------     ------------      ------------     ------------

NONINTEREST EXPENSE
    Salaries and employee benefits                             366,692          328,875         1,073,259          958,614
    Net occupancy expense                                       70,209           75,239           209,146          221,763
    Deposit insurance premium                                    2,278            2,206             7,156            6,835
    Other operating expenses                                   202,717          174,653           578,799          521,634
                                                          ------------     ------------      ------------     ------------
       Total noninterest expense                               641,896          580,973         1,868,360        1,708,846
                                                          ------------     ------------      ------------     ------------

INCOME BEFORE INCOME TAXES                                     207,882          122,754           660,481          394,736

PROVISION FOR INCOME TAXES                                      70,413           41,699           221,407          145,530
                                                          ------------     ------------      ------------     ------------

NET INCOME                                               $     137,469    $      81,055     $     439,074    $     249,206
                                                          ============     ============      ============     ============

BASIC EARNINGS PER SHARE                                 $        0.06    $         N/A     $        0.20    $         N/A
                                                          ============     ============      ============     ============
DILUTED EARNINGS PER SHARE                               $        0.06    $         N/A     $        0.20    $         N/A
                                                          ============     ============      ============     ============
CASH DIVIDENDS PAID PER SHARE                            $       0.075    $         N/A     $       0.185    $         N/A
                                                          ============     ============      ============     ============
</TABLE>


See Notes to Consolidated Financial Statements

                                       4
<PAGE>
                          OSAGE FEDERAL FINANCIAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                     NINE MONTHS ENDED
                                                                                          MARCH 31,
                                                                              ---------------------------------
                                                                                   2005               2004
                                                                              -------------      --------------
                                                                                        (unaudited)
<S>                                                                           <C>                <C>
 OPERATING ACTIVITIES
    Net income                                                                $     439,074      $      249,206
    Items not requiring (providing) cash
       Depreciation                                                                  92,214              99,150
       Amortization                                                                  83,625             100,791
       Deferred income taxes                                                        (43,920)            (30,163)
       Gain on sale of mortgage loans                                               (41,310)           (143,605)
       Loss on sale of foreclosed assets held for sale                                  260                 552
       Loss (gain)  on disposal of premises and equipment                                24              (4,200)
       Dividends on available-for-sale mutual funds                                (229,292)           (175,122)
       Stock dividends on Federal Home Loan Bank stock                              (22,500)            (11,600)
       Increase in cash surrender value of bank owned life insurance                (59,275)            (13,618)
    Originations of loans held for delivery against commitments                  (4,048,567)         (8,583,042)
    Proceeds from nonrecourse sale of loans held for delivery against
      commitments                                                                 3,902,543           9,992,359
    Allocation of Employee Stock Ownership Plan Shares                               69,397                  --
    Changes in
       Interest receivable                                                          (10,968)             (6,946)
       Other assets                                                                   1,631             (64,104)
       Accrued interest and other liabilities                                       365,867             600,125
                                                                              -------------      --------------
           Net cash provided by operating activities                                498,803           2,009,783
                                                                              -------------      --------------

INVESTING ACTIVITIES
    Net change in loans                                                          (6,720,248)         (4,662,259)
    Purchases of premises and equipment                                             (25,418)            (52,634)
    Purchase of Federal Home Loan Bank stock                                        (65,000)                 --
    Proceeds from sale of premises and equipment                                         --               4,200
    Proceeds from sale of foreclosed assets                                          18,151              59,533
    Purchases of available-for-sale securities                                           --          (2,000,000)
    Proceeds from maturities and paydowns of held-to-maturity
      securities                                                                  3,746,463           4,933,268
    Purchases of held-to-maturity securities                                             --         (12,961,570)
    Purchases of bank-owned life insurance                                               --          (1,900,000)
                                                                              -------------      --------------
           Net cash used in investing activities                                 (3,046,052)        (16,579,462)
                                                                              -------------      --------------
</TABLE>

See Notes to Consolidated Financial Statements

                                       5
<PAGE>

                          OSAGE FEDERAL FINANCIAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
<TABLE>
<CAPTION>
                                                                                         NINE MONTHS ENDED
                                                                                             MARCH 31,
                                                                                  ---------------------------------
                                                                                      2005               2004
                                                                                  -------------      --------------
                                                                                            (Unaudited)
<S>                                                                           <C>                <C>
FINANCING ACTIVITIES
    Net increase in demand, money market, NOW and savings deposits            $     184,001      $   10,664,893
    Net increase (decrease) in certificates of deposit                            1,779,007          (2,337,909)
    Net decrease in Federal Home Loan Bank line of credit                        (1,600,000)                 --
    Proceeds from Federal Home Loan Bank advances                                 5,000,000           1,000,000
    Repayments of Federal Home Loan Bank advances                                (3,000,000)         (2,000,000)
    Net  increase (decrease) in advances from borrowers held in escrow               95,544            (103,362)
    Proceeds from sale of common stock                                                   --           5,769,568
    Payment of dividends                                                           (126,613)                 --
    Purchase of restricted stock                                                   (134,426)                 --
                                                                              -------------      --------------
           Net cash provided by financing activities                              2,197,513          12,993,190
                                                                              -------------      --------------

DECREASE IN CASH AND CASH EQUIVALENTS                                              (349,736)         (1,576,489)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                    1,592,991          10,114,000
                                                                              -------------      --------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                      $   1,243,255      $    8,537,511
                                                                              =============      ==============

SUPPLEMENTAL CASH FLOWS INFORMATION

    Real estate and other assets acquired in settlement of loans            $        47,012      $       42,580

    Interest paid                                                           $     1,495,846      $    1,451,369

    Income taxes paid                                                       $       101,500      $      226,059

    Mutual fund dividends reinvested                                        $       229,292      $      175,122
</TABLE>

See Notes to Consolidated Financial Statements

                                       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 March
         31, 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. Accordingly, the Company's financial statements consist of
         those of the Bank for periods prior to March 31, 2004.


         RECLASSIFICATIONS

         Certain  reclassifications  have been made to the June 30, 2004 balance
         sheet to  conform to the March 31,  2005  balance  sheet  presentation.
         These  reclassifications had no effect on net earnings or stockholders'
         equity.


2.       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, 2004 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, 2004 filed with the  Securities  and
         Exchange Commission.

3.       EARNINGS PER SHARE

         Earnings  per share (EPS) were  computed as follows for the three month
         and nine month periods ended March 31, 2005.  Since the Company did not
         have  stockholders  prior to April 1, 2004,  earlier earnings per share
         disclosures would not be meaningful:


                                       7
<PAGE>
                          OSAGE FEDERAL FINANCIAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                          Quarter ended    Nine months ended
                                                                          ----------------------------------
<S>                                                                          <C>              <C>
                  Net income                                                 $    37,469      $     439,074
                  Average common shares outstanding (basic)                    2,232,639          2,228,580
                  Average common shares outstanding (fully diluted)            2,243,912          2,231,662
                  Basic earnings per share                                         $ .06              $ .20
                  Fully diluted earnings per share                                 $ .06              $ .20
</TABLE>


4.       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 March 31,
         2005, $426,900 in such costs had been incurred.

                                       8
<PAGE>
                          OSAGE FEDERAL FINANCIAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

5.       OTHER COMPREHENSIVE INCOME

         Other comprehensive income is comprised of the following:
<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                       MARCH 31,                       MARCH 31,
                                                               ------------------------          -----------------------
                                                                 2005             2004             2005            2004
                                                               --------       ---------          --------       --------
                                                                                    (Unaudited)
<S>                                                            <C>            <C>                <C>            <C>
    NET INCOME                                                 $137,469       $  81,055          $439,074       $249,206
                                                               --------       ---------          --------       --------
    OTHER COMPREHENSIVE INCOME (LOSS)
        Unrealized gain (loss) on
          available-for-sale securities, net of
          income taxes                                          (22,072)             14           (28,168)       (33,767)
                                                               --------       ---------          --------       --------
    COMPREHENSIVE INCOME                                       $115,397       $  81,069          $410,906       $215,439
                                                               ========       =========          ========       ========
</TABLE>

6.       RECENT ACCOUNTING PRONOUNCEMENTS

         The  Emerging  Issues  Task Force  (EITF) of the  Financial  Accounting
         Standards Board (FASB)  previously issued EITF Issue 03-1, "The Meaning
         of  Other-Than-Temporary  Impairment  and Its  Application  to  Certain
         Investments."  EITF Issue 03-1 provides  guidance on the meaning of the
         phrase  other-than-temporary  impairment and its application to several
         types  of  investments,   including  debt   securities   classified  as
         held-to-maturity and  available-for-sale  under FASB Statement No. 115,
         "Accounting  for Certain  Investments  in Debt and Equity  Securities."
         EITF Issue 03-1 attempts to better  define  whether  impairment  losses
         should be recognized on available-for-sale  securities prior to sale of
         the securities.  It provides  guidance for evaluating  whether and when
         unrealized  losses should be deemed  "other-than-temporary,"  requiring
         immediate  recognition of losses through  earnings.  In addition,  EITF
         03-1 requires financial statement disclosure for impaired securities on
         which an impairment loss has not been recognized,  including the amount
         of unrealized loss and the term of that impairment. Certain portions of
         EITF 03-1  have been  delayed  in order for the FASB  Staff to  provide
         implementation  guidance and clarify several issues that were raised by
         interested  parties  during the public comment  period.  The Company is
         monitoring developments related to this EITF Issue.

         On December 16, 2004, the Financial  Accounting  Standards Board (FASB)
         issued FASB 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." The approach to accounting
         for share-based payments in Statement 123(R) is similar to the approach
         described in Statement  123.  However,  Statement  123(R)  requires all
         share-based  payments to employees,  including grants of employee stock
         options,  to be recognized in the financial  statements  based on their
         fair values and no longer allows pro forma disclosure as an alternative
         to  financial  statement  recognition.  The Company  adopted  Statement
         123(R) during its quarter ended December 31, 2004 in  conjunction  with
         the newly adopted stock option and restricted  stock plans.  The future
         financial  statement  impact of  Statement  123(R)  will  depend on the
         estimated fair value of options granted.


                                       9
<PAGE>
                          OSAGE FEDERAL FINANCIAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

7.       ADOPTION OF  STOCK OPTION PLAN AND RESTRICTED STOCK  PLAN

         On  November  17,  2004,   the  Company  held  its  annual  meeting  of
         shareholders  at which the  shareholders  approved  the  Osage  Federal
         Financial,  Inc. 2004 Stock Option Plan (the Plan).  The purpose of the
         Plan is to attract and retain  qualified  personnel  for  positions  of
         substantial  responsibility,  and to provide  additional  incentive  to
         certain officers,  directors and other employees.  114,065 options were
         approved and 102,656 options were granted.  The Company is applying FAS
         123(R) to account for the stock  option  plan.  The  shareholders  also
         approved the Osage Federal Bank 2004  Restricted  Stock Plan (the RSP).
         The purpose of the RSP is to reward and retain  personnel of experience
         and ability in key  positions of  responsibility,  including  officers,
         directors and other employees. The purchase of up to 45,626 shares were
         approved and 41,060 shares were granted to employees.

         Option  awards are granted  with an exercise  price equal to the market
         price of the Company's stock at the date of grant.  Both option and RSP
         awards vest based on 5 years of continuous  service.  The option awards
         have 10 year  contractual  terms.  Option and share awards  provide for
         accelerated  vesting  if there is a change in control as defined in the
         Plan and RSP.

         The fair value of each option  award is  estimated on the date of grant
         using the  Black-Scholes  model that uses the assumptions  noted in the
         following  table.   Expected   volatilities  are  based  on  historical
         volatility of the Company's  stock. The Company uses historical data to
         estimate option exercise and employee  termination within the valuation
         model.  The  expected  term  of  options  granted  is  an  estimate  by
         management and  represents the period of time that options  granted are
         expected to be  outstanding.  The risk-free rate for periods within the
         contractual life of the options is based on the U.S.  Treasury rate for
         a similar term in effect at the time of grant.

                                                              March 31, 2005
                                                              --------------
                   Expected volatility                            25%
                   Weighted average volatility                    25%
                   Expected dividends                              6%
                   Expected term (in years)                        6
                   Risk-free rate                                3.47%

         A summary of option  activity  under the Plan as of March 31,  2005 and
         changes during the three months then ended is presented below:
<TABLE>
<CAPTION>
                                                                                                        Weighted-
                                                                                    Weighted-           Average
                                                                               Average Exercise        Remaining
                         Options                               Shares               Price           Contractual Term
--------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>
         Outstanding at December 31, 2004                        102,656        $     12.10             --
         Granted                                                      --        $        --             --
                                                             -----------        -----------
         Outstanding at March 31, 2005                           102,656        $     12.10    9 years, 9 months
                                                             ===========         ==========
         Exercisable at March 31, 2005                                --                                --
</TABLE>

          The  weighted-average  grant-date fair value of options granted during
          the nine-month period ended March 31, 2005 was $12.10.

          It  is  anticipated   that  the  annual  cost  of  the  Plan  will  be
          approximately $.01 per share.


                                       10
<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 MARCH 31, 2005 AND JUNE 30, 2004

     Our total assets  increased  by $2.9 million to $91.8  million at March 31,
2005 from $88.9 million at June 30, 2004  primarily  due to a $6.7  million,  or
12.0%  increase in loans  receivable,  net. Loans  receivable,  net increased to
$62.2  million at March 31,  2005 from  $55.5  million  at June 30,  2004.  This
increase in loans  receivable,  net primarily  resulted from a $4.1 million,  or
9.8%, increase in one- to four-family  mortgages,  to $46.1 million at March 31,
2005 from $42.0 million at June 30, 2004. Other loans, including  nonresidential
and land loans,  increased $1.6 million,  or 32.0%, to $6.6 million at March 31,
2005 from $5.0 million at June 30, 2004. A significant part of this increase was
a $550,000 loan made to a local church.  During the third quarter, we financed a
building and a floor plan loan for a car dealership in Pawhuska. The total loans
outstanding  to this  borrower at March 31, 2005 were  $434,000.  Loans held for
sale were $170,000 at March 31, 2005.  There were no loans held for sale at June
30,  2004.  We are selling most of our fixed rate one- to  four-family  loans in
excess of fifteen years in the secondary market.  Cash and cash equivalents were
$1.2  million  (consisting  primarily  of our FHLB demand  account) at March 31,
2005,  down  $350,000,  or 22.0%  from  $1.6  million  at June 30,  2004.  Total
securities  decreased to $23.6  million at March 31, 2005 from $27.2  million at
June 30, 2004, reflecting normal paydowns of $3.7 million for the period.

     Our total  liabilities  increased  $2.7  million,  or 3.5% mostly due to an
increase in deposits to $63.6  million at March 31, 2005,  from $61.7 million at
June 30,  2004,  a $1.9  million,  or 3.2%  increase.  Certificates  of  deposit
increased  to $36.9  million from $35.1  million at June 30, 2004.  We have been
promoting  our 13-,  25-, and 61-month  certificates,  and have  attracted  $3.6
million of additional  deposits in these categories.  There has been some change
in the mix of our  checking  and  money  market  deposits,  with a $4.0  million
increase in checking accounts, offset by a $4.3 million decrease in money market
accounts.  We began  offering a  high-yield,  high-balance  NOW account that has
attracted  over $3.1  million in  balances as of March 31,  2005.  Some of those
deposits  have come from our money  market

                                       11
<PAGE>
accounts. Part of the money market savings decline had been anticipated,  and is
a result of disbursement of public funds on local projects.

     Stockholders'  equity increased $180,000 to $13.8 million at March 31, 2005
from $13.6 million at June 30, 2004, primarily due to income of $439,000 for the
nine months ended March 31, 2005.  The Company paid a cash dividend of $0.05 per
share to stockholders  other than Osage Federal MHC, or $34,000,  in the quarter
ending  September 30, 2004, a cash dividend of $0.06 per share,  or $41,000.  in
the  quarter  ending  December  31,  2004,  and a cash  dividend of $.07 1/2, or
$51,000, in the quarter ending March 31, 2005. In addition, stockholders' equity
has been reduced for the  purchase of 9,100  shares of stock for the  Restricted
Stock Plan at an  average  price of $14.77.  This cost was  partially  offset by
$33,000 of  amortization  recognized  by the  Company  for the  purchase of this
restricted stock.

COMPARISON  OF  OPERATING  RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND
2004

     GENERAL. Net income for the three months ended March 31, 2005 was $137,000,
a $56,000,  or 69.6%,  increase  compared to net income of $81,000 for the three
months ended March 31, 2004. The increase in net income  resulted  mainly from a
significant increase in net interest income.

     INTEREST INCOME. Total interest income increased by $170,000,  or 16.3%, to
$1,207,000  for the three  months ended March 31, 2005 from  $1,037,000  for the
same period in 2004 primarily due to a $10.8 million increase in average earning
assets and a 16 basis  point  increase in the yield of average  earning  assets.
Although the overall  yield on loans  declined 40 basis  points  compared to the
same  quarter  last  year,  from  6.88% to 6.48%,  average  loan  balances  have
increased $12.4 million. We have used lower-costing borrowings and paydowns from
lower-yielding  investments  to fund  growth in our loan  portfolio.  Investment
yields are up 58 basis points,  from 2.72% to 3.30%,  from the previous  period,
reflecting  higher yields in the  available-for-sale  mutual  funds.  Investment
volumes  have  decreased,  as we  have  used  excess  liquidity  and  investment
maturities to fund loans.

     INTEREST  EXPENSE.  Total interest expense increased  $23,000,  or 4.7%, to
$500,000 for the three  months ended March 31, 2005 from  $477,000 for the three
months ended March 31, 2004.  The increase in interest  expense  resulted from a
$5.1 million increase in average interest-bearing liabilities, made up of a $2.8
million  increase  in FHLB  average  advances,  and a $2.3  million  increase in
average interest-bearing deposits. These balance increases were partially offset
by a 4  basis  point  drop  in the  overall  average  cost  of  interest-bearing
liabilities.

     NET INTEREST INCOME. Net interest income increased by $147,000, or 26.2% to
$707,000 for the three  months ended March 31, 2005 from  $560,000 for the three
months ended March 31, 2004. The net interest rate spread increased to 2.80% for
the 2004 period from 2.59% for the 2004 period,  while the net  interest  margin
increased to 3.24% from 2.69%.  The  increases in spread and margin  reflect our
retention of most one- to four-family mortgages,  instead of selling them in the
secondary market, and use of securities repayments and lower-costing advances to
fund loan growth.

     PROVISION  FOR LOAN LOSSES.  There were no  provisions  for loan losses for
either the three months ended March 31, 2005 or 2004. There were $200 and $5,000
of net  recoveries  during  the three  months  ended  March  31,  2005 and 2004,
respectively.   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

                                       12
<PAGE>

estimates.  The  allowance  for loan  losses was  $409,000 at March 31, 2005 and
March 31, 2004, respectively, and as a percentage of total loans outstanding was
..64% and 0.77% at March 31, 2005 and 2004, respectively. The change in the 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 March 31, 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 was $143,000 for the three months
ended March 31, 2005,  almost unchanged from noninterest  income of $144,000 for
the three months ended March 31, 2004. Service charges were down $16,000 because
of lower overdraft activity.  Gains on sales of mortgage loans were $9,000, with
none reported in the same period last year.  Osage Federal has  instituted  some
deposit fee increases  effective April 15, 2005.  There have been no significant
fee increases in over seven years.

     NONINTEREST EXPENSE.  Noninterest expense was $642,000 for the three months
ended March 31,  2005,  increasing  $61,000  from  $581,000 for the three months
ended March 31, 2004.  Salaries and benefits  increased $38,000 or 11.5%, due to
several factors.  $25,000 of expense was recognized in the current quarter for a
restricted stock plan for directors and certain officers,  which was approved by
shareholders  on November 17, 2004.  Also,  benefit  expense  associated  with a
deferred  compensation  plan implemented  January 1, 2004 was $6,000 higher than
the same quarter last year.  The Company's  contribution  for the Employee Stock
Ownership Plan was $6,000 higher than the supplemental  401(k) match that we had
accrued in the quarter ended March 31, 2004. No  supplemental  match was accrued
in the quarter ended March 31, 2005.  Employee  insurance costs declined $10,000
from the same quarter last year.  Management has focused on incenting  employees
who have  insurance  available  from  other  sources  to reduce  their  usage of
company-provided insurance. Other operating expenses increased $28,000 primarily
as a result of an additional $12,000 of audit and filing fees. These higher fees
are incurred because we are now a public company.

     Management  expects  increased  expenses  in the  future as a result of the
establishment  of the  employee  stock  ownership  plan and other stock  benefit
plans, as well as increased costs associated with being a public company such as
periodic reporting, annual meeting materials, retention of a transfer agent, and
professional fees.

     PROVISION  FOR INCOME  TAXES.  The  provision  for income  taxes  increased
$29,000,  or 68.9%,  reflecting an increase in pretax income.  The effective tax
rate was 34% for the three months ended March 31, 2005 and 2004, respectively.

COMPARISON  OF  OPERATING  RESULTS FOR THE NINE MONTHS  ENDED MARCH 31, 2005 AND
2004

     GENERAL.  Net income for the nine months ended March 31, 2005 was $439,000,
a $190,000 or 76.2%,  increase  compared to net income of $249,000  for the nine
months ended March 31, 2004. The increase in net income  resulted mainly from an
increase in net interest income.

                                       13
<PAGE>

     INTEREST INCOME. Total interest income increased by $518,000,  or 17.0%, to
$3.6  million for the nine months ended March 31, 2005 from $3.0 million for the
same period in 2004 primarily due to a $10.8 million  increase in earning assets
and a 14 basis point  increase in the average  yield  earned on those assets for
the nine month  period  ended March 31,  2005,  compared to the same period last
year. Our average loans for the period have increased to $59.6 million, an $11.1
million  increase over the same period last year. The loan yield has declined 46
basis  points to 6.46% for these same  periods.  Maturities  and paydowns of our
investment   securities  have  been  invested  in  loans.  Average  balances  of
securities and deposits with other  financial  institutions  for the nine months
ended  March 31, 2005 were $27.1  million,  a slight  decrease of $400,000  over
average balances in the same period last year. At the same time,  average yields
on our securities  have increased 74 basis points to 3.17% for the  year-to-date
2005 period.  When we raised additional  capital on March 31, 2004, the proceeds
were originally  invested in  mortgage-backed  securities.  These typically have
higher yields than deposits held at other banks. In the nine-month  period ended
March 31, 2004, we had a significantly higher mix of these bank deposits than in
the same period ended March 31, 2005. These factors  contributed to our improved
yields on investment securities, and earning assets overall.

     INTEREST EXPENSE.  Total interest expense increased slightly by $38,000, or
2.6%,  to $1.5 million for the nine months ended March 31, 2005  compared to the
nine months  ended March 31,  2004.  Our average  interest-bearing  liabilities,
including  most  deposits  and FHLB  advances,  increased  $6.2 million to $73.6
million for the nine month period  ending  March 31, 2005,  compared to the same
period in 2004. Of those  averages,  advances are up $3.1 million,  money market
deposit balances are up $1.5 million, and interest-bearing checking balances are
up $2.4 million.  Our new  high-yield  checking  account has  generated  over $3
million in balances at a yield of 2.0%.  The cost of our total  interest-bearing
liabilities has declined by 18 basis points from the prior period, from 2.89% to
2.71%.  This is a  combination  of two factors:  gradual  downward  repricing of
advances as they mature and are reissued; and repricing of maturing certificates
of deposit,  causing  average  interest-bearing  deposit  rates to fall 16 basis
points from the same period last year.

     NET INTEREST INCOME.  Net interest income increased by $480,000,  or 30.4%,
to $2.1  million for the nine months  ended March 31, 2005 from $1.6 million for
the nine months ended March 31, 2004. The net interest rate spread  increased to
2.71% for the 2005 period from 2.39% for the 2004 period, while the net interest
margin  increased  to 3.15%  from  2.74%.  The  increases  in spread  and margin
resulted from our capital infusion at March 31, 2004,  combined with higher loan
demand, and repricing of some interest-bearing liabilities.

     PROVISION  FOR LOAN LOSSES.  There were no  provisions  for loan losses for
either the nine months ended March 31, 2005 or 2004. There were less than $1,000
of net  charge-offs  for the nine months  ended March 31, 2005 and $1,000 of net
charge-offs   for  the  nine  months  ended  March  31,   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.

     NONINTEREST  INCOME.  Noninterest income decreased to $467,000 for the nine
months  ended March 31, 2005 from  $522,000  for the nine months ended March 31,
2004.  Service  charges were down  slightly,  by $10,000,  due to lower  average
overdraft  activity.  Net  loan  servicing  fees  increased  $9,000  for the two
periods,  due to lower amortization of mortgage  servicing rights.  Gains on the
sale of mortgages decreased to $41,000 for the nine months ended March 31, 2005,
from $144,000 for the nine months ended March 31, 2004, a $103,000 decrease.  We
anticipate  that these  gains from the sale of  mortgages  will  remain at lower
levels  because  refinancing  activity  has  slowed,  and because we have made a
strategic decision to retain our shorter-term originated mortgages. By retaining
mortgages,  we have increased our net interest margins, which have benefited the
current period's net interest income.


                                       14
<PAGE>

Other  income  increased  $54,000 for the two  periods.  Beginning  in the prior
year's third quarter,  we began recognizing  income related to the net change in
the cash surrender value of bank-owned life insurance that we purchased.  Income
recognized  for the period  ended  March 31,  2005 was  $59,000,  an increase of
$46,000 over the same period last year.

     NONINTEREST  EXPENSE.  Noninterest  expense  was $1.9  million for the nine
months ended March 31, 2005,  increasing $160,000 from $1.7 million for the nine
months ended March 31, 2004. Salaries and benefits increased $115,000, or 12.0%,
for several reasons. $46,000 of expense was recognized in the current year for a
restricted  stock  plan  and a stock  option  plan  for  directors  and  certain
officers,  which was approved by  shareholders on November 17, 2004. In addition
to the  expense  of  this  plan,  benefit  expense  associated  with a  deferred
compensation  plan implemented  January 1, 2004 was $37,000 higher than the same
period last year. The Company's  contribution  for the Employee Stock  Ownership
Plan was $18,000 higher than the  supplemental  401(k) match that we had accrued
in the nine months ended March 31, 2004.  No  supplemental  match was accrued in
the nine months ended March 31, 2005.  Employee insurance costs declined $12,000
from the same period last year.  Management  has focused on incenting  employees
who have  insurance  available  from  other  sources  to reduce  their  usage of
company-provided  insurance.  Payroll taxes increased $6,000 for the period, due
to raises and some of these new benefits.  Furniture and equipment  depreciation
decreased  $8,000,  or  16.4%,  reflecting  accelerated  writeoffs  of  computer
equipment in the nine months ended March 31, 2004 in connection  with an upgrade
of our data processing equipment. Other operating expenses increased $57,000 for
the period,  primarily  due to an  additional  $70,000 of audit and filing fees.
These higher fees are incurred  because we are now a public company.  Offsetting
these fees was an $18,000  decrease in loan  expenses.  Also,  last year's other
operating  expenses  reflect  $20,000  of  losses  from  customers'   fraudulent
activities.

     Management  expects  increased  expenses  in the  future as a result of the
establishment  of the  employee  stock  ownership  plan and other stock  benefit
plans, as well as increased costs associated with being a public company such as
periodic reporting, annual meeting materials, retention of a transfer agent, and
professional fees. We are implementing a 24-hour telephone banking system in the
fourth quarter of 2005. We expect to see increased data processing and telephone
costs due to this system.

     PROVISION  FOR INCOME  TAXES.  The  provision  for income  taxes  increased
$76,000,  or 52.1%,  reflecting an increase in pretax income.  The effective tax
rate  was 34% and 37% for the  nine  months  ended  March  31,  2005  and  2004,
respectively

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,  borrowings from the FHLB, 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

                                       15
<PAGE>

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 March 31, 2005, the total approved loan
origination  commitments outstanding amounted to $4.0 million. At the same date,
construction  loans in process were $1.7  million.  We had  commitments  to sell
loans to Freddie  Mac of $1.0  million.  Certificates  of deposit  scheduled  to
mature in one year or less at March 31, 2005,  totaled $18.2  million.  Although
the average cost of deposits decreased  throughout 2004,  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 March 31,  2005,  our total
collateralized  borrowing  limit was $38.9 million of which we had $13.0 million
outstanding,  giving us the  ability at March 31,  2005 to borrow an  additional
$25.9  million from the FHLB of Topeka as a funding  source to meet  commitments
and for liquidity purposes.

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.

                                       16
<PAGE>
                           PART II. OTHER INFORMATION


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


         (a) UNREGISTERED SALES OF EQUITY SECURITIES. Not Applicable

         (b) USE OF PROCEEDS. Not Applicable

         (c) ISSUER PURCHASES OF EQUITY SECURITIES.
<TABLE>
<CAPTION>
                                                                           (C) TOTAL NUMBER          (D) MAXIMUM NUMBER
                                                                           OF SHARES (OR UNITS)      (OR APPROXIMATE DOLLAR
                                                          (B)              PURCHASED AS PART          VALUE) OF SHARES (OR
                            (A)  TOTAL NUMBER         AVERAGE PRICE          OF PUBLICLY             UNITS) THAT MAY YET BE
                              OF SHARES (OR          PAID PER SHARE         ANNOUNCED  PLANS          PURCHASED UNDER THE
PERIOD                       UNITS) PURCHASED           (OR UNIT)            OR PROGRAMS*              PLANS OR PROGRAMS
-----------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                  <C>                   <C>                         <C>
January 1 through 31                 --                   --                     --                         --
-----------------------------------------------------------------------------------------------------------------------------

February 1 through 28              1,000                $14.00                 1,000                      44,626
-----------------------------------------------------------------------------------------------------------------------------

March 1 through 31                 8,100                $14.80                 8,100                      36,526

-----------------------------------------------------------------------------------------------------------------------------

Total                              9,100                $14.71                 9,100                      36,526
-----------------------------------------------------------------------------------------------------------------------------

*    Consists of  open-market  purchases by Osage  Federal Bank 2004  Restricted
     Stock Plan Trust
</TABLE>

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 ***

                                       17
<PAGE>

        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, 2004.
          ***  Incorporated   by  reference   from   Registrant's   Registration
               Statement on Form S-8 (File No. 333-121866)
</TABLE>

                                       18
<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: May 11, 2005          /s/ Mark S. White
                            ---------------------------------------------------
                            Mark S. White, President
                            (Duly Authorized Representative)


Date: May 11, 2005          /s/ Sue Allen  Smith
                            ---------------------------------------------------
                            Sue Allen Smith, Vice President
                            (Principal Financial Officer)

                                       19