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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . September 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 .

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 September 30, 2004 8,102,326*

* Includes 610,926 shares held by the employee stock ownership plan that have not been released, committed to be released, or allocated to participant accounts; and 316,758 restricted shares granted under the management recognition plan that have not yet been ratably earned or vested.

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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 September 30, 2004 and December 31, 2003	2
	Consolidated Statements of Income for the
		Three and Nine Months Ended September 30, 2004 and 2003	3
	Consolidated Statements of Cash Flows for the
		Nine Months Ended September 30, 2004 and 2003	4
	Consolidated Statements of Shareholders' Equity
		for the Nine Months Ended September 30, 2004 and 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 September 30, 2004 and December 31, 2003		11
	Comparison of Operating Results for the
		Three Months Ended September 30, 2004 and 2003	12
	Comparison of Operating Results for the
		Nine Months Ended September 30, 2004 and 2003	14
	Liquidity and Capital Resources		16

ITEM 3 -	Quantitative and Qualitative Disclosures about Market Risk		16
ITEM 4 -	Controls and Procedures		17

PART II -	OTHER INFORMATION

ITEM 1 -	Legal Proceedings		17
ITEM 2 -	Unregistered Sales of Equity Securities and Use of Proceeds		17
ITEM 3 -	Defaults Upon Senior Securities		18
ITEM 4 -	Submission of Matters to a Vote of Security Holders		18
ITEM 5 -	Other Information		18
ITEM 6 -	Exhibits		18

SIGNATURES			19

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

	At September 30,	At December 31,
	2004	2003
ASSETS
ASSETS:
Cash and cash equivalents	$7,622	$9,922
Interest-bearing deposits with banks	5,899	115
Securities available-for-sale	103,236	80,213
Securities held-to-maturity (fair value of $96,783 at September 30, 2004 and $112,914 at December 31, 2003.)	97,393	113,715
Federal Home Loan Bank stock, at cost	13,239	11,443

Loans	489,589	447,557
Less: allowance for loan losses	(8,937)	(8,237)
Loans, net	480,652	439,320

Premises and equipment, net	30,043	21,236
Accrued interest receivable	3,303	3,559
Other assets	6,513	5,772

TOTAL ASSETS	$747,900	$685,295

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits
Non-interest bearing	$29,199	$28,429
Interest-bearing	313,696	286,951
Total Deposits	342,895	315,380

Borrowed funds	287,643	237,105
Corporate drafts payable	2,382	9,065
Deferred gain on sale and leaseback transaction	909	1,019
Accrued compensation and benefits	2,252	3,430
Other liabilities	6,785	4,739

TOTAL LIABILITIES	642,866	570,738

SHAREHOLDERS' EQUITY:

Common stock, no par value: 49,000,000 shares authorized; 8,102,326 shares issued and 7,174,642 shares outstanding at September 30, 2004; 7,780,992 shares outstanding at December 31, 2003	71,927	82,570
Employee Stock Ownership Plan ("ESOP") debt	(6,109)	(6,618)
Accumulated other comprehensive income (loss), net of tax	(692)	(232)
Retained earnings	39,908	38,837

TOTAL SHAREHOLDERS' EQUITY	105,034	114,557

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$747,900	$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		Nine Months Ended
	September 30,		September 30,
	2004	2003	2004	2003
INTEREST INCOME
Loans	$ 8,030	$ 7,609	$ 23,893	$ 22,300
Securities available-for-sale	1,078	926	3,027	2,514
Securities held-to-maturity	901	1,199	2,888	2,427
Interest-bearing deposits	3	66	5	77
Federal Home Loan Bank stock dividends	116	134	354	379
Total interest income	10,128	9,934	30,167	27,697

INTEREST EXPENSE
Deposits	1,029	991	2,824	3,225
Borrowed funds	2,040	1,804	5,614	5,186
Total interest expense	3,069	2,795	8,438	8,411
Net interest income	7,059	7,139	21,729	19,286

PROVISION FOR LOAN LOSSES	600	1,200	2,100	3,300
Net interest income after provision for loan loss	6,459	5,939	19,629	15,986

NON-INTEREST INCOME
Deposit service fees	1,115	854	3,159	2,605
Loan service fees	242	270	598	759
Insurance service fees	146	144	440	459
Investment service fees	176	124	331	437
Gain/(loss) on sale of securities, net	(1)	131	178	130
Gain on sale of loans, net	74	173	356	1,055
Gain on sale of premise & equipment, net	36	50	118	142
Other operating income	11	12	31	45
Total non-interest income	1,799	1,758	5,211	5,632

NON-INTEREST EXPENSE
Compensation and benefits	3,656	3,517	10,544	9,834
Office operations	1,215	851	3,713	2,460
Occupancy, net	347	326	1,048	890
Loan servicing	136	69	329	191
Outside and professional services	580	1,600	2,337	3,541
Marketing	273	258	996	844
Other operating expenses	1,136	456	2,396	1,414
Total non-interest expense	7,343	7,077	21,363	19,174

INCOME BEFORE PROVISION FOR FEDERAL INCOME TAX	915	620	3,477	2,444

PROVISION FOR FEDERAL INCOME TAX	311	205	1,147	814

NET INCOME	$ 604	$ 415	$ 2,330	$ 1,630
EARNINGS PER COMMON SHARE
Basic	$ 0.08	Nm ⁽²⁾	$ 0.31	Nm⁽²⁾
Diluted	$ 0.08	Nm ⁽²⁾	$ 0.31	Nm⁽²⁾
Weighted average shares outstanding-Basic	7,315,751⁽¹⁾	Nm ⁽²⁾	7,603,539⁽¹⁾	Nm⁽²⁾
Weighted average shares outstanding-Diluted	7,383,959⁽¹⁾	Nm ⁽²⁾	7,618,831⁽¹⁾	Nm⁽²⁾

⁽¹⁾	Weighted average shares outstanding (both Basic and Diluted) include 18,042 shares of the 334,800 restricted shares granted and issued under the 2004 Management Recognition Plan.
⁽²⁾	Not meaningful because the Company did not complete its initial public offering until October 20, 2003 and did not have any outstanding shares prior to that date.

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

	Nine Months Ended
	September 30,
	2004	2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 2,330	$ 1,630
Adjustments to reconcile net income to net cash from operating activities:
Depreciation	2,240	1,104
Provision for loan losses	2,100	3,300
Federal Home Loan Bank stock dividends	(354)	(379)
Deferred income tax expense	(182)	-
(Gain) loss on sale of securities, net	(178)	(130)
Gain on sale of premises and equipment	(119)	(142)
Gain on sale of loans, net	(356)	(1,055)
Accrued compensation for restricted stock awards	294	-
Change in operating assets and liabilities:
Accrued interest receivable	256	(833)
Other assets	(325)	(2,756)
Corporate drafts payable	(6,683)	1,515
Other liabilities and deferred credits	868	1,088

Net cash from operating activities	(109)	3,342

CASH FLOWS FROM INVESTING ACTIVITIES
Activity in securities available-for-sale:
Sales, maturities, prepayments, and calls	43,543	47,495
Purchases	(67,082)	(72,164)
Activity in securities held-to-maturity:
Maturities, prepayments, and calls	16,322	23,928
Purchases	-	(120,220)
Purchases of Federal Home Loan Bank stock	(1,442)	(2,702)
Increase in loans, net	(69,014)	(109,377)
Proceeds from sales of loans	25,938	31,458
Purchases of premises and equipment	(11,038)	(1,778)
Increase in interest-bearing deposits with banks	(5,784)	(163,420)

Net cash from investing activities	(68,557)	(366,780)

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits	27,515	355,557
Advances on borrowed funds	984,463	309,925
Repayments of borrowed funds	(933,925)	(301,168)
Repayment of ESOP debt	509	-
Change in value of ESOP shares	252	-
Dividends paid	(1,259)	-
Common stock repurchased	(11,189)	-

Net cash from financing activities	66,366	364,314

NET CHANGE IN CASH AND CASH EQUIVALENTS	(2,300)	876

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

CASH AND CASH EQUIVALENTS (at end of period)	$ 7,622	$ 9,440

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

	Nine Months Ended
	September 30,
	2004	2003
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest	$8,470	$8,466

Income taxes	$ 685	$1,881


SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES
Unrealized gains (losses) on securities available-for sale, net of tax	$ (694)	$ (769)

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

Accuulated

Debt

Other

Common Stock

Related to

Retained

Comprehensive

Amount

ESOP

Earnings

(Loss)

Total

Balance, December 31, 2002

$41,384

$ 828

$ 42,212

Common Stock issued

8,442,840

$82,517

82,517

Loan to ESOP

$(6,754)

(6,754)

Repayment of ESOP debt

136

ESOP activity-change in value of shares
committed to be released