As filed with the Securities and Exchange Commission on January 30, 2007.
                                                    Registration No.333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                             Osage Bancshares, Inc.
             (Exact name of registrant as specified in its charter)

              Maryland                                            32-0181888
(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 Bank
               Employees' Savings & Profit Sharing Plan and Trust
            ---------------------------------------------------------
                            (Full Title of the Plan)

                                  Mark S. White
                                    President
                              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
                            901 New York Avenue, N.W.
                                 Suite 210 East
                             Washington, D.C. 20001
                                 (202) 434-4660
            ---------------------------------------------------------
<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
========================================================================================================================
Title of                                            Proposed Maximum        Proposed Maximum            Amount of
Securities to                 Amount to be              Offering                Offering               Registration
be Registered(1)              Registered(2)        Price Per Share(3)           Price (4)                  Fee
----------------              -------------        ------------------           ---------                  ---
<S>                             <C>                     <C>                   <C>                       <C>
Common Stock
$0.10 par value
per share                         50,050                  $9.99                 $500,000                  $53.50
========================================================================================================================
</TABLE>
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Osage Federal Bank Employees'  Savings &
     Profit Sharing Plan and Trust (the "Plan"), as described herein.
(2)  Estimates the maximum number of shares expected to be issued under the Plan
     assuming that all employer and employee  contributions to the Plan are used
     to  purchase  shares  of  Common  Stock  of  Osage  Bancshares,  Inc.  (the
     "Company"),  together with an  indeterminate  number of shares which may be
     necessary  to adjust  the  number  of  additional  shares  of Common  Stock
     reserved for issuance pursuant to the Plan and being registered  herein, as
     the   result  of  a  stock   split,   stock   dividend,   reclassification,
     recapitalization,  or  similar  adjustment(s)  of the  Common  Stock of the
     Company.
(3)  Estimated  solely for the purpose of calculating the  registration  fee and
     calculated pursuant to Rule 457(c) based on the average of the high and low
     prices of the Common  Stock of the  Registrant  as  reported  on the Nasdaq
     Global Market on January 25, 2007.
(4)  Estimated based on (2) and (3) above.

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

                                                       - 1 -

<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 50,050
shares of Common Stock,  $0.10 par value per share,  of Osage  Bancshares,  Inc.
(the "Company")  reserved for issuance and delivery under the Osage Federal Bank
Employees'  Savings & Profit  Sharing  Plan and Trust  (the  "Plan").  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  December  22,  2006 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  Prospectus,  filed  with the SEC by the  Registrant  (File No.
333-137377) on September 15, 2006, which includes the consolidated statements of
financial condition of Osage Federal Financial, Inc. and subsidiaries as of June
30,  2006  and  2005,  and  the  related  consolidated   statements  of  income,
stockholders  equity  and cash  flows  for each of the  years in the  three-year
period ended June 30, 2006,  together  with related  notes and report of BKD LLP
dated August 11, 2006; and

         (b) 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
December 22, 2006.

         (c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2006, as filed with the Commission;

         (d) Current  Report on Form 8-K filed with the  Commission  on December
14, 2006; and

         (e) Current  Report on Form 8-K filed with the  Commission  on December
21, 2006; and

                                      - 2 -

<PAGE>

         (f) Current Report on Form 8-K filed with the Commission on January 11,
2007; and

         (g) Current Report on Form 8-K filed with the Commission on January 25,
2007.

         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.

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

         Section  2-418 of the  Maryland  General  Corporation  Law  sets  forth
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         Article  XVIII of the  Articles of  Incorporation  of the Company  (the
"Articles") require indemnification of directors,  officers and employees to the
fullest extent permitted by Maryland law.

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the  Company as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity or arising out of his status as such,  whether or not the Company
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of the Articles.

         The Company believes that these provisions assist the Company in, among
other things,  attracting and retaining  qualified  persons to serve the Company
and its subsidiary.  However,  a result of such provisions  could be to increase
the expenses of the Company and  effectively  reduce the ability of stockholders
to sue on behalf of the Company  since  certain suits could be barred or amounts
that might  otherwise be obtained on behalf of the Company  could be required to
be repaid by the Company to an indemnified party.

         Additionally,  the  Company  has in  force  a  directors  and  officers
liability  policy  underwritten  by  Fidelity  & Deposit of  Maryland,  a Zurich
Company  with a $1.0  million  aggregate  limit of  liability  and an  aggregate
deductible  of $10,000 per loss both for claims  directly  against  officers and
directors  and for claims where the Company is required to  indemnify  directors
and officers.

                                      - 3 -

<PAGE>

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed 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.

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.

         In lieu of an opinion of counsel  concerning the Plan's compliance with
the requirements of ERISA,  the Company hereby  undertakes that it has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes  required by the IRS in order to qualify
the Plan.

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 Securities Act of 1933;

                  (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,
                  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 no 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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, 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.

                                      - 4 -

<PAGE>

                  (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 Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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  Securities  Exchange Act of
1934;  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
Securities Act of 1933 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.

                                      - 5 -

<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 26th day of
January 2007.

                                Osage Bancshares, 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 Bancshares,  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  Bancshares,  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.

<TABLE>
<CAPTION>
<S>                                                     <C>
/s/Milton Labadie                                             /s/Mark S. White
---------------------                                         -----------------------------------------------
Milton Labadie                                                Mark S. White
Chairman and Director                                         President, Chief Executive Officer and Director
                                                              (Principal Executive Officer)

Date:    January 26, 2007                                     Date:    January 26, 2007


/s/Mark A. Formby                                             /s/Harvey Payne
---------------------                                         -----------------------------------------------
Mark A. Formby                                                Harvey Payne
Director                                                      Director

Date:    January 26, 2007                                     Date:    January 26, 2007


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

Date:    January 26, 2007                                     Date:    January 26, 2007


/s/Martha Hayes                                               /s/Sue Allen Smith
---------------------                                         -----------------------------------------------
Martha Hayes                                                  Sue Allen Smith
Senior Vice President and Director                            Vice President, Chief Financial Officer and
                                                                Treasurer
                                                              (Principal Financial and Accounting Officer)

Date:    January 26, 2007                                     Date:    January 26, 2007
</TABLE>

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities Act of 1933, the plan
administrator of the Osage Federal Bank Employees' Savings & Profit Sharing Plan
and Trust has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pawhuska, State of
Oklahoma on this 26th day of January 2007.

                              Osage Federal Bank
                              Employees' Savings & Profit Sharing Plan and Trust

                              By:      /s/Mark S. White
                                       -----------------------------------------
                                       Mark S. White
                                       Its President

                              As Plan Administrator on behalf of
                              Osage Federal Bank

<PAGE>

                                INDEX TO EXHIBITS



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

4.1         Osage  Federal Bank  Employees'  Savings  and  Profit  Sharing  Plan
            and Trust Basic Plan Document

4.2         Osage  Federal Bank Employees'  Savings and Profit  Sharing Plan and
            Trust Adoption Agreement

4.3         Summary Plan Description of the Plan

4.4         Trust Document for the Plan

5.1         Favorable  determination  letter  dated  March  7,  2002, confirming
            that the Plan is qualified under Section 401 of the Internal Revenue
            Code of 1986, as amended

23.1        Consent of BKD LLP
[{"type": "S-8", "sequence": "1", "filename": "s8401k_013007-0182.txt", "description": "FORM", "secsgml_size_bytes": 22601}]
{"company-data": {"conformed-name": "OSAGE BANCSHARES, INC.", "cik": "0001375336", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "MD", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-140307", "film-number": "07563536"}, "business-address": {"street1": "239 EAST MAIN STREET", "city": "PAWHUSKA", "state": "OK", "zip": "74056", "phone": "(918) 287-2919"}, "mail-address": {"street1": "239 EAST MAIN STREET", "city": "PAWHUSKA", "state": "OK", "zip": "74056"}}
As filed with the Securities and Exchange Commission on January 30, 2007.
                                                    Registration No.333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             Osage Bancshares, Inc.
             (Exact name of registrant as specified in its charter)

              Maryland                                            32-0181888
(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 Bank
               Employees' Savings & Profit Sharing Plan and Trust
            ---------------------------------------------------------
                            (Full Title of the Plan)

                                  Mark S. White
                                    President
                              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
                            901 New York Avenue, N.W.
                                 Suite 210 East
                             Washington, D.C. 20001
                                 (202) 434-4660
            ---------------------------------------------------------
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Title of                                            Proposed Maximum        Proposed Maximum            Amount of
Securities to                 Amount to be              Offering                Offering               Registration
be Registered(1)              Registered(2)        Price Per Share(3)           Price (4)                  Fee
----------------              -------------        ------------------           ---------                  ---
Common Stock
$0.10 par value
per share                         50,050                  $9.99                 $500,000                  $53.50
========================================================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Osage Federal Bank Employees'  Savings &
     Profit Sharing Plan and Trust (the "Plan"), as described herein.
(2)  Estimates the maximum number of shares expected to be issued under the Plan
     assuming that all employer and employee  contributions to the Plan are used
     to  purchase  shares  of  Common  Stock  of  Osage  Bancshares,  Inc.  (the
     "Company"),  together with an  indeterminate  number of shares which may be
     necessary  to adjust  the  number  of  additional  shares  of Common  Stock
     reserved for issuance pursuant to the Plan and being registered  herein, as
     the   result  of  a  stock   split,   stock   dividend,   reclassification,
     recapitalization,  or  similar  adjustment(s)  of the  Common  Stock of the
     Company.
(3)  Estimated  solely for the purpose of calculating the  registration  fee and
     calculated pursuant to Rule 457(c) based on the average of the high and low
     prices of the Common  Stock of the  Registrant  as  reported  on the Nasdaq
     Global Market on January 25, 2007.
(4)  Estimated based on (2) and (3) above.

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

                                                       - 1 -
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 50,050
shares of Common Stock,  $0.10 par value per share,  of Osage  Bancshares,  Inc.
(the "Company")  reserved for issuance and delivery under the Osage Federal Bank
Employees'  Savings & Profit  Sharing  Plan and Trust  (the  "Plan").  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  December  22,  2006 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  Prospectus,  filed  with the SEC by the  Registrant  (File No.
333-137377) on September 15, 2006, which includes the consolidated statements of
financial condition of Osage Federal Financial, Inc. and subsidiaries as of June
30,  2006  and  2005,  and  the  related  consolidated   statements  of  income,
stockholders  equity  and cash  flows  for each of the  years in the  three-year
period ended June 30, 2006,  together  with related  notes and report of BKD LLP
dated August 11, 2006; and

         (b) 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
December 22, 2006.

         (c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2006, as filed with the Commission;

         (d) Current  Report on Form 8-K filed with the  Commission  on December
14, 2006; and

         (e) Current  Report on Form 8-K filed with the  Commission  on December
21, 2006; and

                                      - 2 -
(f) Current Report on Form 8-K filed with the Commission on January 11,
2007; and

         (g) Current Report on Form 8-K filed with the Commission on January 25,
2007.

         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.

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

         Section  2-418 of the  Maryland  General  Corporation  Law  sets  forth
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         Article  XVIII of the  Articles of  Incorporation  of the Company  (the
"Articles") require indemnification of directors,  officers and employees to the
fullest extent permitted by Maryland law.

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the  Company as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity or arising out of his status as such,  whether or not the Company
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of the Articles.

         The Company believes that these provisions assist the Company in, among
other things,  attracting and retaining  qualified  persons to serve the Company
and its subsidiary.  However,  a result of such provisions  could be to increase
the expenses of the Company and  effectively  reduce the ability of stockholders
to sue on behalf of the Company  since  certain suits could be barred or amounts
that might  otherwise be obtained on behalf of the Company  could be required to
be repaid by the Company to an indemnified party.

         Additionally,  the  Company  has in  force  a  directors  and  officers
liability  policy  underwritten  by  Fidelity  & Deposit of  Maryland,  a Zurich
Company  with a $1.0  million  aggregate  limit of  liability  and an  aggregate
deductible  of $10,000 per loss both for claims  directly  against  officers and
directors  and for claims where the Company is required to  indemnify  directors
and officers.

                                      - 3 -
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed 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.

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.

         In lieu of an opinion of counsel  concerning the Plan's compliance with
the requirements of ERISA,  the Company hereby  undertakes that it has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes  required by the IRS in order to qualify
the Plan.

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 Securities Act of 1933;

                  (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,
                  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 no 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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, 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.

                                      - 4 -
(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 Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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  Securities  Exchange Act of
1934;  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
Securities Act of 1933 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.

                                      - 5 -
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 26th day of
January 2007.

                                Osage Bancshares, 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 Bancshares,  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  Bancshares,  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/Milton Labadie                                             /s/Mark S. White
---------------------                                         -----------------------------------------------
Milton Labadie                                                Mark S. White
Chairman and Director                                         President, Chief Executive Officer and Director
                                                              (Principal Executive Officer)

Date:    January 26, 2007                                     Date:    January 26, 2007

/s/Mark A. Formby                                             /s/Harvey Payne
---------------------                                         -----------------------------------------------
Mark A. Formby                                                Harvey Payne
Director                                                      Director

Date:    January 26, 2007                                     Date:    January 26, 2007

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

Date:    January 26, 2007                                     Date:    January 26, 2007

/s/Martha Hayes                                               /s/Sue Allen Smith
---------------------                                         -----------------------------------------------
Martha Hayes                                                  Sue Allen Smith
Senior Vice President and Director                            Vice President, Chief Financial Officer and
                                                                Treasurer
                                                              (Principal Financial and Accounting Officer)

Date:    January 26, 2007                                     Date:    January 26, 2007
SIGNATURES

         Pursuant to the  requirements  of the  Securities Act of 1933, the plan
administrator of the Osage Federal Bank Employees' Savings & Profit Sharing Plan
and Trust has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pawhuska, State of
Oklahoma on this 26th day of January 2007.

                              Osage Federal Bank
                              Employees' Savings & Profit Sharing Plan and Trust

                              By:      /s/Mark S. White
                                       -----------------------------------------
                                       Mark S. White
                                       Its President

                              As Plan Administrator on behalf of
                              Osage Federal Bank
INDEX TO EXHIBITS

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

4.1         Osage  Federal Bank  Employees'  Savings  and  Profit  Sharing  Plan
            and Trust Basic Plan Document

4.2         Osage  Federal Bank Employees'  Savings and Profit  Sharing Plan and
            Trust Adoption Agreement

4.3         Summary Plan Description of the Plan

4.4         Trust Document for the Plan

5.1         Favorable  determination  letter  dated  March  7,  2002, confirming
            that the Plan is qualified under Section 401 of the Internal Revenue
            Code of 1986, as amended

23.1        Consent of BKD LLP