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

                                 Sue Allen Smith
                             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
                            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
         Securities to                 Amount to be               Offering            Aggregate Offering     Amount of Registration
         be Registered                Registered (1)         Price Per Share(2)           Price (2)                  Fee (2)
         -------------                --------------         ------------------          -----------                --------
<C>                                 <C>                          <C>                    <C>                        <C>
Common Stock
$0.10 par value per share             152,592 shares               $7.69                  $1,173,432                 $125.56

Common Stock
$0.10 par value per share             63,924 shares                $9.99                   $638,601                  $68.33
====================================================================================================================================
</TABLE>
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted  under  the Osage  Bancshares,  Inc.  2004  Stock  Option  Plan
         consists  of  170,549  shares,  and under the Osage  Federal  Bank 2004
         Restricted  Stock Plan (the "RSP")  consists of 45,967 shares are being
         registered   under  this   Registration   Statement  and  for  which  a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  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 216,516 shares are being  registered
         hereby,  of which 152,592 shares are under option at a weighted average
         exercise price of $7.69 per share  ($1,173,432 in the  aggregate).  The
         remainder of such shares 63,924 shares,  consisting of 17,957 unawarded
         options  under the 2004 Stock  Option  Plan and 45,967  shares  awarded
         under the RSP, are being  registered based upon 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, of $9.99 per share  ($638,601
         in the aggregate), for a total offering of $1,812,033.

         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 216,516
shares of Osage Bancshares,  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 Bancshares, Inc. 2004 Stock Option Plan under which
170,549 shares are issuable,  and the Osage Federal Bank 2004  Restricted  Stock
Plan under which 45,967 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  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; and

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

         (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.

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,
                  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.

                                        4

<PAGE>

         (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.

                                        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>

                                INDEX TO EXHIBITS



   Exhibit                 Description
   -------                 -----------
     4.1         Osage Bancshares, 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_013007-0182.txt", "description": "FORM", "secsgml_size_bytes": 21964}]
{"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": "333-140308", "film-number": "07563550"}, "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 Bancshares, Inc. 2004 Stock Option Plan
                  Osage Federal Bank 2004 Restricted Stock Plan
                  ---------------------------------------------
                            (Full Title of the Plans)

                                 Sue Allen Smith
                             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
                            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
         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 per share             152,592 shares               $7.69                  $1,173,432                 $125.56

Common Stock
$0.10 par value per share             63,924 shares                $9.99                   $638,601                  $68.33
====================================================================================================================================
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted  under  the Osage  Bancshares,  Inc.  2004  Stock  Option  Plan
         consists  of  170,549  shares,  and under the Osage  Federal  Bank 2004
         Restricted  Stock Plan (the "RSP")  consists of 45,967 shares are being
         registered   under  this   Registration   Statement  and  for  which  a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  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 216,516 shares are being  registered
         hereby,  of which 152,592 shares are under option at a weighted average
         exercise price of $7.69 per share  ($1,173,432 in the  aggregate).  The
         remainder of such shares 63,924 shares,  consisting of 17,957 unawarded
         options  under the 2004 Stock  Option  Plan and 45,967  shares  awarded
         under the RSP, are being  registered based upon 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, of $9.99 per share  ($638,601
         in the aggregate), for a total offering of $1,812,033.

         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 216,516
shares of Osage Bancshares,  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 Bancshares, Inc. 2004 Stock Option Plan under which
170,549 shares are issuable,  and the Osage Federal Bank 2004  Restricted  Stock
Plan under which 45,967 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  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; and

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

         (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.

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,
                  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.

                                        4
(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.

                                        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
INDEX TO EXHIBITS

   Exhibit                 Description
   -------                 -----------
     4.1         Osage Bancshares, 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