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

FORM 10-Q

(Mark One)

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

For the quarterly period ended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 30, 2004

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

For the transition period from ________________ to _________________

Commission File Number 000-50362

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


Washington (State or other jurisdiction of incorporation or organization)		87-0700148 (I.R.S. Employer Identification No.)

3700 Pacific Highway East, Suite 200, Fife, Washington 98424
(Address of principal executive offices and zip code)

(253) 926-4000
(Registrant's telephone number, including area code)

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

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

        (1)  Yes   X .   No      .
        (2)  Yes   X .   No      .

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

               Yes      .   No   X

APPLICABLE ONLY TO CORPORATE ISSUERS

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


Title of class: Common stock, no par value	As of June 30, 2004 8,441,926

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RAINIER PACIFIC FINANCIAL GROUP, INC.

Table of Contents

PART 1 -	FINANCIAL INFORMATION	Page

ITEM 1 -	Financial Statements. Rainier Pacific Financial Group, Inc. (the "Company") was formed to serve as the stock holding company for Rainier Pacific Savings Bank (the "Bank") in connection with the Bank's mutual-to-stock conversion. On October 20, 2003, the Company's offering closed and 7,935,000 shares were sold at $10.00 per share, with an additional 507,840 shares issued to the Rainier Pacific Foundation. For a further discussion of the Company's formation and operations, see the Company's Annual Report on Form 10-K for the year ended December 31, 2003 (File Number 0-50362), filed on March 18, 2004. Based upon the foregoing, the Unaudited Interim Consolidated Financial Statements filed as a part of this quarterly report for periods ended prior to October 20, 2003, are those of the Bank and its wholly-owned subsidiary, Support Systems, Inc. The consolidated financial statements filed as a part of this quarterly report are as follows:

	Consolidated Statements of Financial Condition as of June 30, 2004 and December 31, 2003	2
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2004 and 2003	3
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003	4
	Consolidated Statements of Shareholders' Equity for the Six Months Ended June 30, 2004 and the Twelve Months Ended December 31, 2003	6
	Selected Notes to Unaudited Interim Consolidated Financial Statements	7

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

	Forward-Looking Statements	11
	Comparison of Financial Condition at June 30, 2004 and December 31, 2003	11
	Comparison of Operating Results for the Three Months Ended June 30, 2004 and June 30, 2003	12
	Comparison of Operating Results for the Six Months Ended June 30, 2004 and June 30, 2003	14
	Liquidity and Capital Resources	15

ITEM 3 -	Quantitative and Qualitative Disclosures about Market Risk	16
ITEM 4 -	Controls and Procedures	16

PART II -	OTHER INFORMATION

ITEM 1 -	Legal Proceedings	17
ITEM 2 -	Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	17
ITEM 3 -	Defaults Upon Senior Securities	18
ITEM 4 -	Submission of Matters to a Vote of Security Holders	18
ITEM 5 -	Other Information	19
ITEM 6 -	Exhibits and Reports on Form 8-K	19

SIGNATURES		20

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

	At June 30,	At December 31,
	2004	2003
ASSETS
ASSETS:
Cash and cash equivalents	$ 11,475	$ 9,922
Interest-bearing deposits with banks	2,764	115
Securities available-for-sale	122,419	80,213
Securities held-to-maturity (fair value of $99,028 at June 30, 2004 and $112,914 at December 31, 2003)	101,457	113,715
Federal Home Loan Bank stock, at cost	13,123	11,443

Loans	479,366	447,557
Less: allowance for loan losses	(8,681)	(8,237)
Loans, net	470,685	439,320

Premises and equipment, net	28,493	21,236
Accrued interest receivable	3,706	3,559
Other assets	6,460	5,772

TOTAL ASSETS	$ 760,582	$ 685,295


LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits
Non-interest bearing	$ 23,528	$ 28,429
Interest-bearing	321,397	286,951
Total Deposits	344,925	315,380

Borrowed funds	297,502	237,105
Corporate drafts payable	3,593	9,065
Deferred gain on sale and leaseback transaction	946	1,019
Accrued compensation and benefits	2,058	3,430
Other liabilities	2,474	4,739

TOTAL LIABILITIES	651,498	570,738

SHAREHOLDERS' EQUITY:
Common stock, no par value: 49,000,000 shares authorized; 8,441,926 shares issued and 7,814,026 shares outstanding at June 30, 2004; 7,780,992 shares outstanding at December 31, 2003	77,318	82,570
Employee Stock Ownership Plan ("ESOP") debt	(6,279)	(6,618)
Accumulated other comprehensive income (loss), net of tax	(1,681)	(232)
Retained earnings	39,726	38,837

TOTAL SHAREHOLDERS' EQUITY	109,084	114,557

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 760,582	$ 685,295

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

	Three Months Ended June 30,		Six Months Ended June 30,
	2004	2003	2004	2003
INTEREST INCOME
Loans	$ 8,030	$ 7,433	$ 15,863	$ 14,691
Securities available-for-sale	1,105	832	1,949	1,588
Securities held-to-maturity	1,019	634	1,987	1,228
Interest-bearing deposits	1	10	2	11
Federal Home Loan Bank stock dividends	124	111	238	245

Total interest income	10,279	9,020	20,039	17,763

INTEREST EXPENSE
Deposits	966	1,088	1,795	2,234
Borrowed funds	1,820	1,719	3,574	3,382

Total interest expense	2,786	2,807	5,369	5,616

Net interest income	7,493	6,213	14,670	12,147

PROVISION FOR LOAN LOSSES	600	1,050	1,500	2,100

Net interest income after provision for loan losses	6,893	5,163	13,170	10,047

NON-INTEREST INCOME
Deposit service fees	1,069	888	1,923	1,751
Loan service fees	203	253	477	489
Insurance service fees	135	144	294	315
Investment service fees	70	182	155	313
Gain/(loss) on sale of securities, net	-	1	179	(1)
Gain on sale of loans, net	144	407	282	882
Gain on sale of premise and equipment, net	43	50	82	92
Other operating income	17	19	20	33

Total non-interest income	1,681	1,944	3,412	3,874

NON-INTEREST EXPENSE
Compensation and benefits	3,588	3,259	6,888	6,317
Office operations	1,240	817	2,498	1,609
Occupancy, net	357	292	701	564
Loan servicing	114	63	193	122
Outside and professional services	744	1,281	1,757	1,941
Marketing	314	181	723	586
Other operating expenses	776	559	1,260	958

Total non-interest expense	7,133	6,452	14,020	12,097

INCOME BEFORE FEDERAL INCOME TAX	1,441	655	2,562	1,824

FEDERAL INCOME TAX EXPENSE	469	225	836	609

NET INCOME	$ 972	$ 430	$ 1,726	$ 1,215

EARNINGS PER COMMON SHARE
Basic	$ 0.12	nm⁽²⁾	$ 0.22	nm⁽²⁾
Diluted	$ 0.12	nm⁽²⁾	$ 0.22	nm⁽²⁾
Weighted average shares outstanding - Basic	7,708,216⁽¹⁾	nm⁽²⁾	7,747,433⁽¹⁾	nm⁽²⁾
Weighted average shares outstanding - Diluted	7,708,216⁽¹⁾	nm⁽²⁾	7,747,433⁽¹⁾	nm⁽²⁾


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

⁽²⁾	Shares outstanding and earnings per share information is not meaningful as the Company did not complete its initial public offering until October 20, 2003.

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

				Six Months Ended June 30,
				2004	2003
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income			$ 1,726	$ 1,215
	Adjustments to reconcile net income to net cash from operating activities:
		Depreciation		1,499	736
		Provision for loan losses		1,500	2,100
		Federal Home Loan Bank stock dividends		(238)	(245)
		Deferred income tax expense		641	-
		(Gain) loss on sale of securities, net		(179)	1
		Gain on sale of premises and equipment		(82)	(92)
		Gain on sale of loans, net		(282)	(882)
		Accrued compensation for restricted stock awards		21	-
		Change in operating assets and liabilities:
			Accrued interest receivable	(147)	(567)
			Other assets	(586)	(1,808)
			Corporate drafts payable	(5,472)	335
			Other liabilities and deferred credits	(3,628)	(1,793)

			Net cash from operating activities	(5,227)	(1,000)

CASH FLOWS FROM INVESTING ACTIVITIES
	Activity in securities available-for-sale:
		Sales, maturities, prepayments, and calls		17,693	19,531
		Purchases		(61,912)	(72,357)
	Activity in securities held-to-maturity:
		Maturities, prepayments, and calls		12,258	13,086
		Purchases		-	(18,390)
	Purchases of Federal Home Loan Bank stock			(1,442)	(406)
	Increase in loans, net			(44,774)	(68,750)
	Proceeds from sales of loans			15,191	24,763
	Purchases of premises and equipment			(8,756)	(970)
	Increase in interest-bearing deposits with banks			(2,649)	(78,250)

			Net cash from investing activities	(77,391)	(181,743)

CASH FLOWS FROM FINANCING ACTIVITIES
	Net increase (decrease) in deposits			29,545	203,950
	Advances on borrowed funds			491,964	177,391
	Repayments of borrowed funds			(431,567)	(167,184)
	Repayment of ESOP debt			339	-
	Change in value of ESOP shares			201	-
	Dividends paid during quarter			(837)	-
	Common stock repurchased			(5,474)	-

			Net cash from financing activities	84,171	214,157

NET CHANGE IN CASH AND CASH EQUIVALENTS				1,553	31,414

CASH AND CASH EQUIVALENTS, at beginning of period				9,922	8,564