As filed with the Securities and Exchange Commission on January 6, 2005.
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          Osage Federal Financial, Inc.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           United States                                          27-0080039
-------------------------------                                ----------------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              239 East Main Street
                            Pawhuska, Oklahoma 74056
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

              Osage Federal Financial, Inc. 2004 Stock Option Plan
                  Osage Federal Bank 2004 Restricted Stock Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plans)

                                 Sue Allen Smith
                   Vice President and Chief Financial Officer
                              239 East Main Street
                            Pawhuska, Oklahoma 74056
                                  918-287-2919
--------------------------------------------------------------------------------
           (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660

                                          CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================  ================= ===================== ==================  ======================
       Title of                         Proposed Maximum      Proposed Maximum
     Securities to       Amount to be       Offering         Aggregate Offering  Amount of Registration
     be Registered      Registered (1) Price Per Share(2)         Price (2)             Fee (2)
     -------------       ------------       --------         ------------------ -----------------------
<S>                   <C>                  <C>                 <C>                    <C>
Common Stock
$0.10 par value         102,656 shares       $12.10              $1,242,138             $146.20
per share

Common Stock
$0.10 par value
per share               57,035 shares        $12.80               $730,048               $85.93
===================  ================= ===================== ================== ======================
</TABLE>
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the Osage Federal Financial,  Inc. 2004 Stock Option Plan
         consists  of  114,065  shares,  and under the Osage  Federal  Bank 2004
         Restricted  Stock Plan (the "RSP")  consists of 45,626 shares which are
         being  registered  under this  Registration  Statement  and for which a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  which may be  offered  and  issued  to  prevent
         dilution  resulting  from  stock  splits,  stock  dividends  or similar
         transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 159,691 shares are being  registered
         hereby,  of which 102,656 shares are under option at a weighted average
         exercise price of $12.10 per share  ($1,242,138 in the aggregate).  The
         remainder of such shares 57,035 shares consisting of 11,409 unallocated
         options under the stock option plan and 45,626 shares awarded under the
         RSP,  are being  registered  based upon the  average of the bid and ask
         prices of the Common  Stock of the  Registrant  as  reported on the OTC
         Bulletin Board on January 4, 2005 of $12.80 per share  ($730,048 in the
         aggregate), for a total offering of $1,972,186.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 159,691
shares of Osage Federal Financial,  Inc. (the "Company" or "Registrant")  common
stock,  $.10 par value per share (the  "Common  Stock")  issuable to  employees,
officers and directors of the Registrant or its subsidiary as  compensation  for
services in accordance with the Osage Federal Financial,  Inc. 2004 Stock Option
Plan under which 114,065  shares are  issuable,  and the Osage Federal Bank 2004
Restricted  Stock Plan under which  45,626  shares are issuable  (together,  the
"Plans").  Documents  containing  the  information  required  by  Part I of this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  March  31,  2004  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Quarterly Report on Form 10-QSB for the quarter year
ended September 30, 2004;

         (b) Form 8-K filed on October 28, 2004; and

         (c) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
March 31, 2004.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

                                        2

<PAGE>

Item 6.  Indemnification of Directors and Officers.
------

         Article XI of the Bylaws of the Company sets forth  circumstances under
which directors, officers, employees and agents of the Company may be insured or
indemnified against liability which they incur in their capacities as such.

         Each  person who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he is or was a  Director,  officer or employee of the
Company or is or was  serving  at the  request  of the  Company  as a  Director,
Officer or employee of another  corporation or of a partnership,  joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan  (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
alleged action in an official capacity as a Director,  officer or employee or in
any other  capacity while serving as a Director,  officer or employee,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Regulations of the Office of Thrift  Supervision,  as the same exists or may
hereafter  be  amended  against  all  expense,  liability  and  loss  (including
attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid in  settlement)  reasonably  incurred  or suffered  by such  indemnitee  in
connection therewith.

         The right to  indemnification  conferred herein shall include the right
to be paid by the Company the expenses incurred in defending any such proceeding
in advance of its final  disposition,  to the fullest  extent  authorized by the
Regulations of the Office of Thrift  Supervision.  The rights to indemnification
and to the advancement of expenses conferred herein shall be contract rights and
such rights shall  continue as to an indemnitee who has ceased to be a Director,
officer or employee  and shall inure to the benefit of the  indemnitee's  heirs,
executors and administrators.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
------

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement;

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the 1933 Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent post-effective amendment thereof) which,

                                        3

<PAGE>

                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement;

              (iii) To include any material information with respect to the plan
                    of distribution not previously disclosed in the Registration
                    Statement or any material change to such  information in the
                    Registration Statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  each such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        4

<PAGE>

SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Pawhuska in the State of Oklahoma, on the 5th day of
January 2005.

                                 OSAGE FEDERAL FINANCIAL, INC.



                                 By:      /s/Mark S. White
                                          -------------------------------------
                                          Mark S. White
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Osage Federal Financial,
Inc., do hereby  severally  constitute and appoint Mark S. White as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said Mark S. White may deem
necessary or advisable to enable Osage  Federal  Financial,  Inc. to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
Registration  Statement  on  Form  S-8  relating  to the  registrant,  including
specifically,  but not limited to, power and authority to sign, for any of us in
our names in the capacities indicated below, the Registration  Statement and any
and all amendments (including post-effective  amendments) thereto; and we hereby
ratify and  confirm  all that said Mark S. White shall do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.


/s/Mark S. White                                 /s/Milton V. Labadie
--------------------------------------------     -------------------------------
Mark S. White                                    Milton V. Labadie
President and Chief Executive Officer            Chairman of the Board
(Principal Executive Officer)

Date:    January 5, 2005                         Date:    January 5, 2005



/s/Sue Allen Smith                               /s/Mark A. Formby
--------------------------------------------     -------------------------------
Sue Allen Smith                                  Mark A. Formby
Vice President and Chief Financial Officer       Director
(Principal Financial and Accounting Officer)

Date:    January 5, 2005                         Date:    January 5, 2005




<PAGE>



/s/Martha M. Hayes                               /s/Harvey Payne
--------------------------------------------     -------------------------------
Martha M. Hayes                                  Harvey Payne
Senior Vice President and Director               Director

Date:    January 5, 2005                         Date:    January 5, 2005




/s/Gary Strahan                                  /s/Richard Trolinger
--------------------------------------------     -------------------------------
Gary Strahan                                     Richard Trolinger
Director                                         Executive Vice President,
                                                 Chief Lending Officer and
                                                 Director

Date:    January 5, 2005                         Date:    January 5, 2005

<PAGE>

                                INDEX TO EXHIBITS





Exhibit             Description
-------             -----------


   4.1       Osage Federal Financial, Inc. 2004 Stock Option Plan


   4.2       Osage Federal Bank 2004 Restricted Stock Plan


   4.3       Form of Stock Option Agreement to be entered into with
             respect to Stock Options under the Stock Option Plan


   4.4       Form of Restricted Stock Award Agreement


   4.5       Form of Stock Award Tax Notice


   5.1       Opinion of Malizia Spidi & Fisch, PC as to the validity of the
             Common Stock being registered


  23.1       Consent of Malizia Spidi & Fisch, PC (appears in their opinion
             filed as Exhibit 5.1)


  23.2       Consent of BKD, LLP


   24        Reference is made to the Signatures section of this
             Registration Statement for the Power of Attorney contained
             therein
[{"type": "S-8", "sequence": "1", "filename": "s8rsp_010505-0182.txt", "description": "FORM", "secsgml_size_bytes": 20076}]
{"company-data": {"conformed-name": "OSAGE FEDERAL FINANCIAL INC", "cik": "0001272771", "assigned-sic": "6035", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121866", "film-number": "05514591"}, "mail-address": {"street1": "239 EAST MAIN STREET", "city": "PAWHUSKA", "state": "OK", "zip": "74056"}}
As filed with the Securities and Exchange Commission on January 6, 2005.
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          Osage Federal Financial, Inc.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           United States                                          27-0080039
-------------------------------                                ----------------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              239 East Main Street
                            Pawhuska, Oklahoma 74056
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

              Osage Federal Financial, Inc. 2004 Stock Option Plan
                  Osage Federal Bank 2004 Restricted Stock Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plans)

                                 Sue Allen Smith
                   Vice President and Chief Financial Officer
                              239 East Main Street
                            Pawhuska, Oklahoma 74056
                                  918-287-2919
--------------------------------------------------------------------------------
           (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660

                                          CALCULATION OF REGISTRATION FEE
===================  ================= ===================== ==================  ======================
       Title of                         Proposed Maximum      Proposed Maximum
     Securities to       Amount to be       Offering         Aggregate Offering  Amount of Registration
     be Registered      Registered (1) Price Per Share(2)         Price (2)             Fee (2)
     -------------       ------------       --------         ------------------ -----------------------
Common Stock
$0.10 par value         102,656 shares       $12.10              $1,242,138             $146.20
per share

Common Stock
$0.10 par value
per share               57,035 shares        $12.80               $730,048               $85.93
===================  ================= ===================== ================== ======================
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the Osage Federal Financial,  Inc. 2004 Stock Option Plan
         consists  of  114,065  shares,  and under the Osage  Federal  Bank 2004
         Restricted  Stock Plan (the "RSP")  consists of 45,626 shares which are
         being  registered  under this  Registration  Statement  and for which a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  which may be  offered  and  issued  to  prevent
         dilution  resulting  from  stock  splits,  stock  dividends  or similar
         transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 159,691 shares are being  registered
         hereby,  of which 102,656 shares are under option at a weighted average
         exercise price of $12.10 per share  ($1,242,138 in the aggregate).  The
         remainder of such shares 57,035 shares consisting of 11,409 unallocated
         options under the stock option plan and 45,626 shares awarded under the
         RSP,  are being  registered  based upon the  average of the bid and ask
         prices of the Common  Stock of the  Registrant  as  reported on the OTC
         Bulletin Board on January 4, 2005 of $12.80 per share  ($730,048 in the
         aggregate), for a total offering of $1,972,186.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 159,691
shares of Osage Federal Financial,  Inc. (the "Company" or "Registrant")  common
stock,  $.10 par value per share (the  "Common  Stock")  issuable to  employees,
officers and directors of the Registrant or its subsidiary as  compensation  for
services in accordance with the Osage Federal Financial,  Inc. 2004 Stock Option
Plan under which 114,065  shares are  issuable,  and the Osage Federal Bank 2004
Restricted  Stock Plan under which  45,626  shares are issuable  (together,  the
"Plans").  Documents  containing  the  information  required  by  Part I of this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  March  31,  2004  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Quarterly Report on Form 10-QSB for the quarter year
ended September 30, 2004;

         (b) Form 8-K filed on October 28, 2004; and

         (c) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
March 31, 2004.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

                                        2
Item 6.  Indemnification of Directors and Officers.
------

         Article XI of the Bylaws of the Company sets forth  circumstances under
which directors, officers, employees and agents of the Company may be insured or
indemnified against liability which they incur in their capacities as such.

         Each  person who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he is or was a  Director,  officer or employee of the
Company or is or was  serving  at the  request  of the  Company  as a  Director,
Officer or employee of another  corporation or of a partnership,  joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan  (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
alleged action in an official capacity as a Director,  officer or employee or in
any other  capacity while serving as a Director,  officer or employee,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Regulations of the Office of Thrift  Supervision,  as the same exists or may
hereafter  be  amended  against  all  expense,  liability  and  loss  (including
attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid in  settlement)  reasonably  incurred  or suffered  by such  indemnitee  in
connection therewith.

         The right to  indemnification  conferred herein shall include the right
to be paid by the Company the expenses incurred in defending any such proceeding
in advance of its final  disposition,  to the fullest  extent  authorized by the
Regulations of the Office of Thrift  Supervision.  The rights to indemnification
and to the advancement of expenses conferred herein shall be contract rights and
such rights shall  continue as to an indemnitee who has ceased to be a Director,
officer or employee  and shall inure to the benefit of the  indemnitee's  heirs,
executors and administrators.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
------

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement;

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the 1933 Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent post-effective amendment thereof) which,

                                        3
individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement;

              (iii) To include any material information with respect to the plan
                    of distribution not previously disclosed in the Registration
                    Statement or any material change to such  information in the
                    Registration Statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  each such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Pawhuska in the State of Oklahoma, on the 5th day of
January 2005.

                                 OSAGE FEDERAL FINANCIAL, INC.

                                 By:      /s/Mark S. White
                                          -------------------------------------
                                          Mark S. White
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Osage Federal Financial,
Inc., do hereby  severally  constitute and appoint Mark S. White as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said Mark S. White may deem
necessary or advisable to enable Osage  Federal  Financial,  Inc. to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
Registration  Statement  on  Form  S-8  relating  to the  registrant,  including
specifically,  but not limited to, power and authority to sign, for any of us in
our names in the capacities indicated below, the Registration  Statement and any
and all amendments (including post-effective  amendments) thereto; and we hereby
ratify and  confirm  all that said Mark S. White shall do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.

/s/Mark S. White                                 /s/Milton V. Labadie
--------------------------------------------     -------------------------------
Mark S. White                                    Milton V. Labadie
President and Chief Executive Officer            Chairman of the Board
(Principal Executive Officer)

Date:    January 5, 2005                         Date:    January 5, 2005

/s/Sue Allen Smith                               /s/Mark A. Formby
--------------------------------------------     -------------------------------
Sue Allen Smith                                  Mark A. Formby
Vice President and Chief Financial Officer       Director
(Principal Financial and Accounting Officer)

Date:    January 5, 2005                         Date:    January 5, 2005
/s/Martha M. Hayes                               /s/Harvey Payne
--------------------------------------------     -------------------------------
Martha M. Hayes                                  Harvey Payne
Senior Vice President and Director               Director

Date:    January 5, 2005                         Date:    January 5, 2005

/s/Gary Strahan                                  /s/Richard Trolinger
--------------------------------------------     -------------------------------
Gary Strahan                                     Richard Trolinger
Director                                         Executive Vice President,
                                                 Chief Lending Officer and
                                                 Director

Date:    January 5, 2005                         Date:    January 5, 2005
INDEX TO EXHIBITS

Exhibit             Description
-------             -----------

   4.1       Osage Federal Financial, Inc. 2004 Stock Option Plan

   4.2       Osage Federal Bank 2004 Restricted Stock Plan

   4.3       Form of Stock Option Agreement to be entered into with
             respect to Stock Options under the Stock Option Plan

   4.4       Form of Restricted Stock Award Agreement

   4.5       Form of Stock Award Tax Notice

   5.1       Opinion of Malizia Spidi & Fisch, PC as to the validity of the
             Common Stock being registered

  23.1       Consent of Malizia Spidi & Fisch, PC (appears in their opinion
             filed as Exhibit 5.1)

  23.2       Consent of BKD, LLP

   24        Reference is made to the Signatures section of this
             Registration Statement for the Power of Attorney contained
             therein